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EXHIBIT 2.2
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger
("Amendment") is made and entered into as of the 29th day of April, 1999, by and
among Intervisual Books, Inc., a California corporation ("Parent"), FFM
Acquisition Corp., a California corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), Fast Forward Marketing, Inc., a California corporation
(the "Company"), Xxxxxx X. Xxxx, an individual and President of the Company
("Ades"), and Xxxxxx X. Xxxx and Xxxxxx Xxxxx, Trustees of the Xxxxxx Xxxx and
Xxxxxx Xxxxx Revocable Family Trust UTD April 18, 1991 (the "Trust" or the
"Shareholder").
R E C I T A L S
A. Parent, Merger Sub, Company, Ades and the Trust entered into an
Agreement and Plan of Merger dated March 29, 1999 (the "Agreement") which
provides for the merger of the Company into Merger Sub in accordance with the
terms and conditions contained in the Agreement. Unless otherwise defined in
this Amendment, capitalized terms used in this Amendment shall have the same
meanings given to such terms in the Agreement.
B. The parties hereto desire to make certain amendments to the
Agreement with regard to clarifying the name of Shareholder and extending the
period of time for the Closing.
A G R E E M E N T
For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Name. The parties hereby clarify the
references to the Shareholder to mean the Xxxxxx Xxxx and Xxxxxx Xxxxx Revocable
Family Trust UTD April 18, 1991.
2. Amendment to Section 1.2. The reference to "April 30,
1999" found in the first sentence of Section 1.2 on page 2 of the Agreement is
hereby amended to be "May 21, 1999".
3. Amendment to Section 8.1(b). The date "April 30, 1999"
found in the first sentence of Section 8.1(b) on page 38 of the Agreement is
hereby amended to be "May 21, 1999".
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4. Amendment to Section 1.12(d). The reference to "closing
bid price contained in subparagraph 2 of Section 1.12(d) is hereby amended to be
"last sale price". Ades and Shareholder hereby indemnify and agree to hold
Parent harmless from and against any claim or controversy arising from the FFM
Employees as a result of this Amendment.
5. Modifications and Conflicts. Except as expressly amended,
modified or supplemented herein, all of the terms and conditions of the Purchase
Agreement remain in full force and effect; provided, however, that in the event
of any conflict between the provisions of the Purchase Agreement and the
provisions of this Amendment, the provisions of this Amendment shall control.
6. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all such
counterparts taken together will constitute one and the same instrument.
7. Governing Law. This Amendment shall be governed by and
construed, interpreted and enforced in accordance with the laws of the State of
California.
[Signature Page Attached]
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IN WITNESS WHEREOF, the parties have executed this Amendment on
the date first above written.
FAST FORWARD MARKETING, INC., INTERVISUAL BOOKS, INC.,
a California corporation a California corporation
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxx X. Xxxx, President Xxxxx X. Xxxx, Chairman of the
Board and Chief Executive Officer
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxxxx Xxxxx Xxxx X. Xxxxxxxxx, Secretary
Title: Secretary
ADES FFM ACQUISITION CORP.,
a California corporation
/s/ Xxxxxx X. Xxxx By: /s/ Xxx X. Xxxxxx
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Xxxxxx X. Xxxx, an individual Name: Xxx X. Xxxxxx
Title: President and Secretary
SHAREHOLDER
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Trustee of the
Xxxxxx Xxxx and Xxxxxx Xxxxx
Revocable Family Trust UTD
April 18, 1991
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Trustee of the
Xxxxxx Xxxx and Xxxxxx Xxxxx
Revocable Family Trust UTD
April 18, 1991
