{"id":42983,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-contribution-and-merger-cnet-inc-nbc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-contribution-and-merger-cnet-inc-nbc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-contribution-and-merger-cnet-inc-nbc.html","title":{"rendered":"Agreement and Plan of Contribution and Merger &#8211; CNET Inc., NBC Internet Inc., Xoom.com Inc and Snap! LLC"},"content":{"rendered":"<pre>                                                               EXECUTION COPY\n                                          \n                                          \n                                          \n                       FIRST AMENDMENT TO AGREEMENT AND PLAN\n                             OF CONTRIBUTION AND MERGER\n                                          \n     This First Amendment to Agreement and Plan of Contribution and Merger,\ndated as of October 20, 1999 (hereinafter, 'Amendment No. 1'), among CNET,\nInc., a Delaware corporation ('CNET'), XOOM.com, Inc., a Delaware corporation,\nNBC Internet, Inc., a Delaware corporation ('NBCi,' referred to as 'Xenon 2' in\nthe Original Merger Agreement hereinafter identified), Xenon 3, Inc.,  a\nDelaware corporation and Snap! LLC, a Delaware limited liability company\n('SNAP')\n                                          \n                                W I T N E S S E T H:\n\n     WHEREAS, the parties hereto have previously entered into that certain\nAgreement and Plan of Contribution and Merger dated as of May 9, 1999 (the\n'Original Merger Agreement'); and\n\n     WHEREAS, the parties now wish to amend the Original Merger Agreement as set\nforth below; \n\n     NOW THEREFORE, the Original Merger Agreement is amended in the following\nrespects:\n\n     1.   Section 1.1(a) of the Original Merger Agreement is amended by adding\nthe following sentence after the end of the definition beginning with 'Code' and\nprior to the next definition beginning with 'Environmental Laws':\n\n          ''Contributed Assets' means outstanding Xoom Stock immediately prior\n     to the Effective Time and the SNAP Units to be contributed by CNET and GBI\n     pursuant to Section 3.1.'\n\n     2.   Section 5.2(b) of the Original Merger Agreement is amended in its\nentirety to provide as follows:\n\n          '(b) issue, purchase or redeem, or authorize or propose the issuance,\n     purchase or redemption of, or make any distribution with respect to, any\n     equity interests of SNAP or any class of securities convertible into, or\n     rights, warrants or options to acquire, any such equity interests or other\n     convertible securities, other than (i) pursuant to employee options\n     outstanding on the date hereof or issued in accordance herewith, (ii) SNAP\n     Options issued pursuant to commitments to issue SNAP Options that were\n     included in job offers outstanding as of May 9, 1999, as identified on\n     SCHEDULE 4.1(T) as amended and (iii) additional options that, when added to\n     SNAP Options previously outstanding, do not exceed options for units equal\n     in number to 17% of the units of SNAP.'\n\n\n\n     3.   Section 6.11(b)(i) of the Original Merger Agreement is amended by\ndeleting the reference therein to 'Section 351(b)' and inserting in lieu thereof\nthe words 'Section 351(a)'. Section 6.11(b)(i) of the Original Merger Agreement\nis further amended by deleting the period and adding the following at the end\nthereof:\n\n     ', the Merger will constitute a 'reorganization', within the meaning of\n     Section 368(a) of the Code, and each of Xoom, Xenon 2 and Xenon 3 will be\n     treated as a 'party to a reorganization', within the meaning of Section\n     368(b) of the Code, with respect to the Merger.'\n\n     4.   Section 6.7(b) of the Original Merger Agreement is amended in its\nentirety to provide as follows:\n\n          '(B) SNAP EMPLOYEE OPTIONS\n\n          'SNAP and Xenon 2 will take all requisite corporate action such that,\n     as of the Closing Date, \n\n          '(i) each outstanding option to purchase SNAP units (a 'SNAP OPTION')\n     held by a SNAP Employee that was issued before May 9, 1999, and each\n     outstanding SNAP Option held by a SNAP Employee that was issued after May\n     9, 1999 pursuant to a job offer that was extended before May 9, 1999, as\n     identified on SCHEDULE 4.1(T) as amended, shall be converted into a stock\n     option to purchase a number of shares of Xenon 2 (a 'XENON 2 OPTION') equal\n     to 1.2853 times the number of units of SNAP to which the SNAP Option\n     pertains; and \n\n          '(ii) each outstanding option to purchase a SNAP Option held by a SNAP\n     Employee that was issued on or after May 9, 1999 (other than pursuant to a\n     job offer that was extended before May 9, 1999, as identified on SCHEDULE\n     4.1(T) as amended) shall be converted on a one-for-one basis into a Xenon 2\n     Option to purchase a number of shares of Xenon 2 equal to the number of\n     units of SNAP to which the SNAP Option pertains.\n\n     'The per share exercise price of each such Xenon 2 Option shall equal the\n     aggregate exercise price of the corresponding SNAP Option divided by the\n     exchange ratio used to convert such corresponding Snap Option into such\n     Xenon 2  Option (I.E., either 1.2853:1 or 1:1, as the case may be).  The\n     vesting schedule of such Xenon 2 Option shall be on a monthly basis, and\n     otherwise consistent with the vesting schedule of the corresponding SNAP\n     Option, except that in the case of the Xenon 2 Options issued pursuant to\n     (i) above, the vesting shall be accelerated by 12 months  (in accordance\n     with the resolution of Snap's Board of Managers dated June 24, 1999), when\n     compared with the corresponding SNAP Option.'\n\n     5.   SCHEDULE 2.7 to the Original Merger Agreement is amended by replacing\nthe reference to 'Thomas Rogers' under the item 'NBC Directors' with a reference\nto 'Scott M. Sassa'.\n     \n\n\n6.   SCHEDULE 4.1(T) to the Original Merger Agreement is amended by the addition\nthereto of the items listed on SCHEDULE 4.1(T)-2 hereto.\n\n     7.   In all other respects, the Original Merger Agreement is unchanged and\nshall remain in full force and effect.\n\n     8.   GOVERNING LAW.  THIS AMENDMENT NO. 1 SHALL BE GOVERNED AND CONSTRUED\nIN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS\nMADE TO BE PERFORMED WITHIN SUCH STATE.\n\n     9.   Article X of the Original Merger Agreement shall apply MUTATIS\nMUTANDIS to this Amendment No. 1. \n\n          IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be\n     duly executed as of the date first above written.\n\n                         CNET, INC.\n\n                         BY: \/s\/ Douglas N. Woodrum\n                             ------------------------\n                         Name:   Douglas N. Woodrum\n                         Title:  Chief Financial Officer\n                         \n                         XOOM.COM, INC.\n\n                         BY: \/s\/ John Harbottle\n                             ------------------------\n                         Name:   John Harbottle\n                         Title:  Chief Financial Officer and\n                                 Executive Vice President\n\n                         \n                         NBC INTERNET, INC. (formerly, Xenon 2, Inc.)\n\n                         BY: \/s\/ John Harbottle\n                            -------------------------\n                         Name:   John Harbottle\n                         Title:  Chief Financial Officer and \n                                 Executive Vice President\n                         \n                         XENON 3, INC.\n\n                         BY: \/s\/ John Harbottle\n                            -------------------------\n                         Name:   John Harbottle\n                         Title:  Chief Financial Officer and \n                                 Executive Vice President\n                         \n                         SNAP! LLC\n\n                         BY: \/s\/ Edmond Sanctis\n                            -------------------------\n                         Name:   Edmond Sanctis\n                         Title:  Chief Operating Officer\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7131,7615,9374],"corporate_contracts_industries":[9510,9452,9468],"corporate_contracts_types":[9622,9626],"class_list":["post-42983","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cnet-networks-inc","corporate_contracts_companies-general-electric-co","corporate_contracts_companies-xoom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_industries-media__other","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42983","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42983"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42983"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42983"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42983"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}