EXHIBIT 2(3)
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of October 29,
1999 (this "Amendment"), is made by and among VIRTUAL COMMUNITIES, INC., a
Delaware corporation (the "Company"), HEURISTIC DEVELOPMENT GROUP, INC., a
Delaware corporation ("HDG"), and HDG ACQUISITION SUB, INC., a Delaware
corporation and wholly owned subsidiary of HDG ("HDG Sub") with reference to the
following facts and circumstances:
WHEREAS, the parties have entered into that certain Agreement and Plan of
Merger, dated as of June 2, 1999 (the "Merger Agreement"), as amended as of
September 8, 1999;
WHEREAS, in connection with the Closing of the Merger (as those terms are
defined in the Merger Agreement), the Company, HDG and HDG Sub desire to amend
certain provisions of the Merger Agreement to read as set forth herein.
NOW, THEREFORE, the parties hereby amend and restate the following Sections
of the Merger Agreement to read as set forth below:
1. Section 8.1(c) is amended and restated as follows:
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(c) The Registration Statement shall have become effective in accordance with
the provisions of the Securities Act, and no stop order suspending such
effectiveness shall have been issued and remain in effect;
2. By this Amendment, the parties hereby agree and ratify that, as amended
herein, the Merger Agreement remains in full force and effect, enforceable by
and between the parties in accordance with its terms.
3. Each of the parties hereby affirms, represents and warrants to each
other party that it is in full compliance with its covenants, agreements and
obligations under the Merger Agreement, as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their respective officers thereunto duly authorized as of the date
first written above.
HEURISTIC DEVELOPMENT GROUP, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
HDG ACQUISITION SUB, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
VIRTUAL COMMUNITIES, INC.
By: /s/ Avi Xxxxxxxxx
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Name: Avi Xxxxxxxxx
Title: President
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