EXHIBIT 2.2
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (this "Amendment") is entered into as of this ____ day
of February, 2001, by and among Worldbid Corporation, a Nevada corporation
("Parent"), Worldbid (Acquisition) Corporation, a Nevada corporation and the
wholly-owned subsidiary of Parent ("Sub"), and XxxxxxxXxxxxxx.xxx, Inc., a
California corporation (the "Company"), and constitutes an amendment to that
certain Agreement and Plan of Merger (as the same may be amended from time to
time, the "Merger Agreement"), dated as of February 2, 2001, by and among
Parent, Sub and the Company. Capitalized terms used herein and not defined
herein shall have the meanings ascribed to them in the Merger Agreement, as
amended hereby.
W I T N E S S E T H
WHEREAS, Parent, Sub and the Company entered into the Merger Agreement on
February 2, 2001;
WHEREAS, the parties desire to amend the Merger Agreement, in accordance
with the amendment provisions of Section 6.3 thereof, as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Merger Agreement, effective immediately, as follows:
1. Amendment to Schedule 1.7. Schedule 1.7 to the Merger Agreement shall be
amended by deleting Schedule 1.7 in its entirety and replacing it with Schedule
1.7 attached to this Amendment and incorporated by reference.
2. Amendment to Appendix 2.2(b). Appendix 2.2(b) to the Merger Agreement
shall be amended by deleting Appendix 2.2(b) in its entirety and replacing it
with Appendix 2.2(b) attached to this Amendment and incorporated by reference.
3. Construction. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.
4. Entire Amendment. This Amendment, and the terms and provisions hereof,
constitute the entire agreement among the parties pertaining to the subject
matter hereof and supersedes any and all prior or contemporaneous amendments
relating to the subject matter hereof. Except as expressly amended hereby, the
Merger Agreement shall remain unchanged and in full force and effect. To the
extent any terms or provisions of this Amendment conflict with those of the
Merger Agreement, the terms and provisions of this Amendment shall control. This
Amendment shall be deemed part of and is hereby incorporated into the Merger
Agreement.
5. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart. Delivery of an executed counterpart of this Amendment by
telefacsimile shall be equally as effective as delivery
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of an original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.
6. Amendments. Any term of this Amendment may be amended and the observance
of any term of this Amendment may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with written consent
of the parties hereto.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
Agreement and Plan of Merger to be executed and delivered as of the date first
written above.
WORLDBID CORPORATION XXXXXXXXXXXXXX.XXX, INC.
a Nevada corporation a California corporation
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxx Xxxxxxxxxx (initialed)
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Name: Xxxxx Xxxxxxx Name: Xxx Xxxxxxxxxx
Title: CEO Title:
WORLDBID (ACQUISITION) CORPORATION,
a Nevada corporation
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
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