AGREEMENT AND PLAN OF MERGER by and among INFOSPACE, INC. BIG BOOK ACQUISITION CORP. and SWITCHBOARD INCORPORATED Dated as of March 25, 2004Merger Agreement • April 6th, 2004 • Epresence Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 25, 2004, is by and among InfoSpace, Inc., a Delaware corporation (the “Buyer”), Big Book Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Switchboard Incorporated, a Delaware corporation (the “Company”). The Buyer, the Transitory Subsidiary and the Company are referred to collectively as the “Parties.” Except to the extent provided herein to the contrary, all references to the Company shall be deemed to include the Company and each Subsidiary (as defined in Section 3.1(b) below) thereof.
Non-Qualified Stock Option Agreement Granted Under Granted Under 1999 Stock Incentive PlanNon-Qualified Stock Option Agreement • April 6th, 2004 • Epresence Inc • Services-computer integrated systems design
Non-Qualified Stock Option Agreement Granted Under Granted Under 1999 Stock Incentive PlanNon-Qualified Stock Option Agreement • April 6th, 2004 • Epresence Inc • Services-computer integrated systems design
FORM OF PARENT VOTING AGREEMENTParent Voting Agreement • April 6th, 2004 • Epresence Inc • Services-computer integrated systems design • Delaware
THIS PARENT VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2004, among InfoSpace, Inc., a Delaware corporation (“Buyer”), the undersigned stockholder (the “Stockholder”) of ePresence, Inc., a Delaware corporation (“Parent”), Parent and Switchboard Incorporated, a Delaware corporation (the “Company”).
FORM OF MAJORITY STOCKHOLDER VOTING AGREEMENTMajority Stockholder Voting Agreement • April 6th, 2004 • Epresence Inc • Services-computer integrated systems design • Delaware
THIS MAJORITY STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2004, among InfoSpace, Inc., a Delaware corporation (“Buyer”), the undersigned stockholder (the “Stockholder”) of Switchboard Incorporated, a Delaware corporation (“Company”) and Company.
FORM OF COMPANY VOTING AGREEMENTVoting Agreement • April 6th, 2004 • Epresence Inc • Services-computer integrated systems design • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2004, among InfoSpace, Inc., a Delaware corporation (“Buyer”), the undersigned stockholder (the “Stockholder”) of Switchboard Incorporated, a Delaware corporation (“Company”) and the Company.
