EXHIBIT 2.2
AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 (this "Amendment") to the AGREEMENT AND PLAN OF
REORGANIZATION dated as of April 7, 2000 (the "Merger Agreement")), among
InfoSpace, Inc. (f/k/a InfoSpace.com, Inc.), a Delaware corporation ("Parent"),
IQorder Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), IQorder.com, Inc., an Arizona corporation (the
"Company"), Michael Bates ("Bates"), James Ferguson ("Ferguson"), Kelvin Moeller
("Moeller") and ChaseMellon Shareholder Services, L.L.C., as Escrow Agent, is
made this 25th day of May, 2000 by and among Parent, Sub, the Company, Bates,
Ferguson and Moeller (collectively, the "Parties"). Capitalized terms used
herein and not otherwise defined are used as defined in the Merger Agreement.
RECITALS
WHEREAS, the Parties desire to amend the Merger Agreement as provided
herein.
NOW THEREFORE in consideration of these promises and of the mutual
agreements, representations, warranties and covenants herein contained, the
Parties do hereby agree as follows:
1. Amendment to Section 3.3 of the Merger Agreement.
The second sentence of Section 3.3 is hereby deleted in its entirety and
replaced with the following:
"No fractional shares of Parent Common Stock shall be issued upon exercise
of a Replacement Option, but in lieu thereof, each holder of a Replacement
Option who would otherwise be entitled to a fraction of a share of Parent
Common Stock (after aggregating all fractional shares of Parent Common
Stock to be received by such holder) shall be entitled to receive from
Parent an amount of cash (rounded to the nearest whole cent) equal to the
product of (i) such fraction, and (ii) the Average Closing Price."
2. Amendment to Section 12.7 of the Merger Agreement.
The following shall be added to Section 12.7 of the Merger Agreement:
If to Michael Bates:
6300 East Naumann
Paradise Valley, AZ 95253
Facsimile: (480) 922-9528
If to James Ferguson:
1735 E. La Jolla Dr.
Tempe, AZ 85282
Facsimile: (425) 671-0133
If to Kelvin Moeller:
1961 East McNair
Tempe, AZ 85283
Facsimile: (480) 456-9190
If to Michael P. O'Malley:
2805 East Camelback Road, Suite 200
Phoenix, AZ 85016
Facsimile:____________________
3. Effect on the Merger Agreement.
Except as specifically set forth herein, the Merger Agreement shall not
be amended but shall remain in full force and effect, subject to the terms
thereof.
4. Counterparts.
This Amendment may be executed in counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.
5. Headings.
The section headings contained in this Amendment are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Amendment.
6. Governing Law.
This Amendment shall be governed by and construed in accordance with the
domestic laws of the State of Washington without giving effect to any choice or
conflict of law provision or rule (whether of the State of Washington or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Washington.
7. Forum Selection; Consent to Jurisdiction.
All disputes arising out of or in connection with this Amendment shall be
solely and exclusively resolved by a court of competent jurisdiction in the
State of Washington. The Parties hereby consent to the jurisdiction of the
Courts of the State of Washington and the United States District Court of the
Western District of Washington and waive any objections or rights as to forum
nonconvenience, lack of personal jurisdiction or similar grounds with respect to
any dispute relating to this Amendment.
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed on the date first above written.
Parent: INFOSPACE, INC.
By: /s/ Naveen Jain
---------------------------
Name: Naveen Jain
-------------------------
Title: Chief Executive Officer
------------------------
Company: IQORDER.COM, INC.
By: /s/ Michael B. Bates
---------------------------
Name: Michael B. Bates
-------------------------
Title: Chief Executive Officer
------------------------
Sub: IQORDER ACQUISITION CORPORATION
By: /s/ Naveen Jain
---------------------------
Name: Naveen Jain
-------------------------
Title: President
------------------------
/s/ Michael Bates
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Michael Bates
/s/ James Ferguson
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James Ferguson
/s/ Kelvin Moeller
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Kelvin Moeller
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