Exhibit 2.2
FIRST AMENDMENT
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to
PLAN OF REORGANIZATION AND MERGER AGREEMENT
This First Amendment (the "First Amendment") dated effective as of
October 31, 1999, to the Plan of Reorganization and Merger Agreement dated
effective as of July 23, 1999 (the "Agreement"), is made and entered into by and
between NEWGOLD, INC., a Delaware corporation (the "Company") and BUSINESS WEB,
INC., a Texas corporation doing business as "Comercis, Inc." ("BWI"), and amends
the Agreement as set forth herein. All capitalized terms used but not otherwise
defined herein shall have the respective meanings that are assigned to such
terms in the Agreement.
WITNESSETH:
WHEREAS, pursuant to Article XIV of the Agreement, the Agreement will
terminate automatically if the Merger shall not become effective on or prior to
October 31, 1999, unless the parties hereto, acting pursuant to the authority of
their respective boards of directors, shall have otherwise agreed in writing on
or prior to that date to extend such date;
WHEREAS, pursuant to Section 6.04 of the Agreement, on or before July
23, 1999, the Company was required to file with the SEC an application on Form
S-4 seeking the registration of newly issued shares of Company Stock;
WHEREAS, pursuant to Section 6.05 of the Agreement, on or before July
23, 1999, the Company was required to (a) prepare a notice of special meeting of
stockholders and proxy statement in connection therewith seeking approval of,
among other things, the Merger; and (b) deliver a copy of the notice of special
meeting and proxy statement to BWI for its review and comment;
WHEREAS, the Company was delayed in performing its obligations under
Sections 6.04 and 6.05 for reasons that are justifiable and acceptable to BWI;
WHEREAS, the Company and BWI acknowledge that the Merger will not
become effective on or before October 31, 1999;
WHEREAS, the Company expects to perform its obligations under Section
6.04 and 6.05 on or before December 1, 1999;
WHEREAS, the Company and BWI mutually desire to continue with the
Merger;
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WHEREAS, the Company and BWI therefore mutually desire to extend (a)
the periods in which the Company is obligated to perform its obligations under
Sections 6.04 and 6.05; and (b) the date before which the Merger must become
effective;
WHEREAS, the Agreement has not yet been submitted to the shareholders
of either the Company or BWI for their approval; and
WHEREAS, pursuant to Article XIII, the boards of directors of the
Company and BWI may amend the Agreement without seeking shareholder approval if
the Agreement has not theretofore been approved by the shareholders of the
respective companies;
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and undertakings contained herein, and for such other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties to this First Amendment hereby agree as follows:
ARTICLE I
AMENDMENTS
1.01. Obligations of the Company. Sections 6.04 and 6.05 are hereby
amended by deleting the date July 23, 1999, wherever it appears and by
substituting in each such place the date December 1, 1999.
1.02. Effective Date of Merger. Article XIV is hereby amended by
deleting the date October 31, 1999, and by substituting in its place the date
January 1, 2000.
1.03. Other Provisions Not Affected. No other provision, term,
representation, warranty, obligation, or condition of the Agreement shall be
affected as a result of this First Amendment, and the parties hereby mutually
affirm and ratify the Agreement as amended by this First Amendment.
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IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have caused this First Amendment to be executed as of the date first written
above.
BUSINESS WEB, INC.
(Doing Business As Comercis, Inc.)
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Xx. Xxxxx X. Xxxxx, President and CEO
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Xx. Xxxxxx X. Xxxxxxxxx, CFO
NEWGOLD, INC.
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Mr. A. Xxxxx Xxxxxxx, President and CEO
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Xx. Xxxxxx X. Xxxxxx, CFO
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