EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Amendment dated November 21, 1997 amends that certain Agreement and
Plan of Reorganization dated November 18, 1997 (the "Original Agreement") by and
among Aspect Development, Inc., a Delaware corporation ("Aspect"), Hawaii
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
Aspect ("Sub"), CADIS, Inc., a Delaware corporation ("Cadis") and solely for the
purposes of set forth in Section 6.2(d) and Article IX hereof, Xxxx X. Xxxxxx,
an individual.
RECITALS
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WHEREAS, the parties have agreed to amend and restate Section 9.2(d) of the
Original Agreement to clarify the parties intentions as expressed therein.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth below and in the
Original Agreement, the parties agree as follows:
1. Section 6.2(f) of the Original Agreement is hereby amended to add the
following proviso at the end of such paragraph (f):
"...;provided, however, that the total amount for which any Holder shall be
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liable under this Section 6.2(f) shall not exceed the aggregate proceeds
received by such Holder from the sale of Registrable Securities held by
such Holder in such registration."
2. Section 9.2(d) of the Original Agreement is hereby amended to read in
its entirety as follows:
"(d) The provisions of Section 9.2(b) and (c) above and Section 9.6
below shall not limit, in any manner, any remedy at law or in equity to
which any member of the Aspect Group shall be entitled against Cadis or any
stockholder of Cadis, respectively, as a result of willful fraud or
intentional misrepresentation by Cadis or any of its representatives, or as
a result of willful fraud or intentional misrepresentation by any such
stockholder or any of its representatives, respectively; provided that,
Aspect acknowledges and agrees that the liability of any representative or
stockholder shall be several and not joint, and shall only apply to any
such stockholder or
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representative who engages or participates in the fraud or intentional
misrepresentation."
3. All defined terms used herein shall have the meaning set forth in the
Original Agreement.
4. Except as expressly set forth herein, all terms and conditions of the
Original Agreement remain in full force and effect.
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IN WITNESS WHEREOF, Aspect, Sub and Cadis have caused this Amendment to the
Original Agreement to be signed by their respective officers thereunto duly
authorized, and the Stockholder Representative has signed this Amendment, as of
the date first written above.
ASPECT DEVELOPMENT, INC. CADIS, INC.
By:_____________________________ By:______________________________
Its:____________________________ Its:_____________________________
HAWAII ACQUISITION CORPORATION
_________________________________
Xxxx X. Xxxxxx, Stockholder
By:_____________________________ Representative
Its:____________________________
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