FIRST AMENDMENT TO AGREEMENT OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT OF MERGER dated as of August
31, 2004 (this "Amendment"), is by and between INFORTE CORP., a Delaware
corporation ("Purchaser"), and Xxxxx XxXxxxxx, in his capacity as Stockholder
Representative ("Stockholder Representative").
WHEREAS, Purchaser, INFC Acquisition Corp., Compendit, Inc.
and Stockholder Representative entered into a Merger Agreement dated as of March
4, 2004 (the "Merger Agreement"); and
WHEREAS, Purchaser and Stockholder Representative desire to
amend the Merger Agreement as set forth herein, to provide for certain changes
with respect to the Additional Merger Consideration.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties hereto agree as follows:
1. Unless otherwise defined herein, all defined terms used
in this Amendment which are defined in the Merger Agreement shall have the same
meanings herein as in the Merger Agreement.
2. Section 3.2 of the Merger Agreement is hereby deleted in
its entirety and amended and restated to read as follows:
"(a) In addition to the Initial Payment payable pursuant to
Section 3.1, the Stockholders (other than those who hold
dissenting shares) shall be entitled to receive an additional
amount of merger consideration in the amount of $6,300,000
(the "Additional Amount").
(b) On January 31, 2005, Purchaser shall pay to the
Stockholders an amount equal to 50% of the Additional Amount,
subtracting from such payment the total amount of
indemnification due Purchaser by reason of Article VIII
hereof.
(c) On January 31, 2006, Purchaser shall pay to the
Stockholders an amount equal to the Additional Amount, less,
(i) all amounts previously paid by Purchaser pursuant to
subsection (b) above, less (ii), the total amount of
indemnification due Purchaser by reason of Article VIII hereof
(including amounts previously deducted from the payments made
pursuant to subsection (b)).
3. Except as herein amended or modified, all of the terms
and provisions of the Merger Agreement shall remain in full force and effect,
and the parties hereby readopt and reaffirm such terms.
4. This Amendment may be executed in counterparts, each of
which shall be deemed an original and all of which together shall be considered
one and the same agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]
2
IN WITNESS WHEREOF, the parties hereto have executed or caused
this First Amendment to Merger Agreement to be executed on the date first above
written.
INFORTE CORP.
By: /s/ Xxxx Xxxxx
-------------------------------------
Its: Chief Executive Officer
------------------------------------
/s/ Xxxxx XxXxxxxx
----------------------------------------
Xxxxx XxXxxxxx, in his capacity as
Stockholder Representative
