Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
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This First Amendment to Agreement and Plan of Merger (this "Amendment") is
entered into as of this 15th day of February, 2001 (the "Effective Date"), by
and among XxxxXxxxxxx.xxx, Incorporated, a Nevada corporation ("HomeSeekers"),
Xxxxxxxxxxxxxxx.xxx, Incorporated, a Nevada corporation and wholly owned
subsidiary of HomeSeekers ("Realestateforms"), Xxxxxxx Xxxxx, Xxxxxx Xxxxxxxxxx,
Xxxx Xxxxxxx, and Xxxxxxx O'Day. Messrs. Xxxxx, Wostenberg, Ziegler, and O'Day
are herein referred to collectively as the "Principal Shareholders."
WHEREAS, HomeSeekers, Realestateforms, the Principal Shareholders, and
Information Solutions Group, Inc., a Colorado corporation ("ISG") entered into
that certain Agreement and Plan of Merger dated April 3, 2000 (the "Agreement"),
under which ISG was merged into Realestateforms;
WHEREAS, the Agreement imposes contingent obligations upon HomeSeekers to
issue to the Principal Shareholders shares of HomeSeekers' common stock, par
value $.001 per share (the "HomeSeekers Common Stock"), and imposes indemnity
obligations upon the Principal Shareholders;
WHEREAS, the parties desire to fully and finally resolve the foregoing
contingent obligations and indemnity obligations;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt of which
is expressly acknowledged, the parties hereto agree as follows:
1. Section 2.1(c) of the Agreement is deleted in its entirety.
2. Section 2.3(a) of the Agreement is deleted in its entirety.
3. HomeSeekers shall issue and deliver to Xx. Xxxxxxx five hundred
fifty-nine thousand one hundred forty-eight (559,148) shares of HomeSeekers
Common Stock; HomeSeekers shall issue and deliver to Xx. Xxxxxxxxxx five hundred
fifty-nine thousand one hundred forty-eight (559,148) shares of HomeSeekers
Common Stock; HomeSeekers shall issue and deliver to Xx. Xxxxx five hundred
forty-five thousand six hundred eighty-five (545,685) shares of HomeSeekers
Common Stock; HomeSeekers shall issue and deliver to Mr. O'Day four hundred
eighty-six thousand nineteen (486,019) shares of HomeSeekers Common Stock; and
HomeSeekers shall issue and deliver to Xxx X. Xxxxxxx fifty thousand (50,000)
shares of HomeSeekers Common Stock. The certificates evidencing the foregoing
shares shall be issued and delivered within 13 days of the Effective Date. The
foregoing shares will be duly and validly issued, fully paid, and nonassessable,
and shall have the registration rights specified in the Registration Rights
Agreement attached hereto as "Exhibit 1." No shares shall be delivered prior to
receipt of the
Investor Representations set forth in "Exhibit 2," or the Acknowledgment set
forth in "Exhibit 3."
4. Section 10.1 of the Agreement is deleted in its entirety. Section 10.2 of
the Agreement is deleted in its entirety. The first sentence of Section 10.3 of
the Agreement is deleted in its entirety and is replaced with the following
sentence: "Each of the representations and warranties made by the Principal
Shareholders in this Agreement or pursuant hereto shall survive the Closing of
the transactions contemplated hereby, but only until February 15, 2001."
5. Pursuant to Section 10.4 of the Agreement, HomeSeekers has held-back four
(4) certificates representing a total of ninety-eight thousand eight hundred
eighty (98,880) shares of HomeSeekers Common Stock issued to the Principal
Shareholders. Within 13 days of the Effective Date, HomeSeekers will return the
held-back shares to the respective Principal Shareholder named in each
certificate. Effective as of February 28, 2001, the provisions of Section 10.4
shall terminate and be of no further force or effect.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada regardless of the fact that any of the parties
hereto may be or may become a resident of a different country, state, or
jurisdiction. Any suit, action, or proceeding arising out of or with respect to,
this Agreement shall be filed in a court of competent jurisdiction within the
County of Washoe, State of Nevada or in the U.S. District Court for the District
of Nevada, Northern Division. The parties hereby consent to the personal
jurisdiction of such courts within the County of Washoe, State of Nevada and the
U.S. District Court for the District of Nevada, Northern Division. The parties
hereby waive any objections to venue in such courts with Washoe County, State of
Nevada and the U.S. District Court for the District of Nevada, Northern
Division.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Agreement and Plan of Merger to be duly executed and delivered as of the day and
year first above written.
HOMESEEKERS INCORPORATED, a Nevada
corporation
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: CEO
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XXXXXXXXXXXXXXX.XXX, INCORPORATED,
a Nevada corporation
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
-----------------------------------
Title:__________________________________
PRINCIPAL SHAREHOLDERS:
_______________________________________
XXXXXXX XXXXX
_______________________________________
XXXXXX XXXXXXXXXX
_______________________________________
XXXX XXXXXXX
_______________________________________
XXXXXXX O'DAY
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Agreement and Plan of Merger to be duly executed and delivered as of the day and
year first above written.
HOMESEEKERS INCORPORATED, a Nevada
corporation
By:_______________________________
Name: ____________________________
Title: ___________________________
XXXXXXXXXXXXXX.XXX, INCORPORATED,
a Nevada corporation
By:_______________________________
Name:_____________________________
Title:____________________________
PRINCIPAL SHAREHOLDERS:
/s/ Xxxxxxx Xxxxx
__________________________________
XXXXXXX XXXXX
/s/ Xxxxxx Xxxxxxxxxx
__________________________________
XXXXXX XXXXXXXXXX
/s/ Xxxx Xxxxxxx
__________________________________
XXXX XXXXXXX
/s/ Xxxxxxx O'Day
__________________________________
XXXXXXX O'DAY
