<PAGE>
Exhibit 2.2
CERTIFICATE OF MERGER
MERGING
GIANTS ACQUISITION CORP.,
A DELAWARE CORPORATION
WITH AND INTO
GO2NET, INC.,
A DELAWARE CORPORATION
__________________
Pursuant to Section 251 of the General Corporation Law of the State of
Delaware, Go2Net, Inc., a Delaware corporation ("Go2Net"), does hereby certify
as follows:
FIRST: That each of the constituent corporations, Go2Net and Giants
Acquisition Corp. ("Sub"), is a corporation duly organized and existing under
the laws of the State of Delaware.
SECOND: That the Agreement and Plan of Reorganization (the "Reorganization
Agreement") dated July 26, 2000, among InfoSpace, Inc., a Delaware corporation,
Sub and Go2Net, setting forth the terms and conditions of the merger of Sub with
and into Go2Net (the "Merger"), has been approved, adopted, certified, executed
and acknowledged by each of the constituent corporations in accordance with
Section 251 of the Delaware General Corporation Law.
THIRD: That the name of the surviving corporation in the Merger (the
"Surviving Corporation") shall be Go2Net, Inc.
FOURTH: That the Amended and Restated Certificate of Incorporation of the
Surviving Corporation is amended to read in its entirety as set forth in Exhibit
-------
A hereto.
-
FIFTH: That an executed copy of the Reorganization Agreement is on file at
the principal place of business of the Surviving Corporation at the following
address:
Go2Net, Inc.
Pier 70, 2801 Alaskan Way
Suite 200
Seattle, Washington 98121
<PAGE>
SIXTH: That an executed copy of the Reorganization Agreement will be
furnished by the Surviving Corporation, on request and without cost, to any
stockholder of either constituent corporation.
SEVENTH: That the Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, Go2Net has caused this Certificate of Merger to be
executed by its duly authorized officer as of the 12th day of October, 2000.
GO2NET, INC.
By: /s/ Russell C. Horowitz
------------------------------------
Russell C. Horowitz
Chairman and Chief Executive Officer
-2-
<PAGE>
EXHIBIT A
---------
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
GO2NET, INC.
ARTICLE 1.
The name of the corporation is Go2Net, Inc. (the "Corporation").
ARTICLE 2.
The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The
name of its registered agent at such address is The Corporation Trust Company.
ARTICLE 3.
The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
ARTICLE 4.
This Corporation is authorized to issue one class of shares to be
designated "Common Stock." The total number of shares of Common Stock this
Corporation shall have authority to issue is One Hundred (100) shares, with a
par value of $0.001 per share.
<PAGE>
ARTICLE 5.
The Corporation shall have a perpetual existence.
ARTICLE 6.
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation
ARTICLE 7.
The number of directors which constitute the whole Board of Directors of
the Corporation shall be determined in the manner specified in the Bylaws of the
Corporation.
ARTICLE 8.
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
ARTICLE 9.
To the fullest extent permitted by the Delaware General Corporation Law, or
any other applicable law, as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for any action taken, or any failure to
take any action, as a director.
The Corporation shall indemnify to the fullest extent permitted by the
Delaware General Corporation Law, or any other applicable law, as the same
exists or may hereafter be amended, any person made or threatened to be made a
party to an action or proceeding, whether criminal,
-2-
<PAGE>
civil, administrative or investigate, by reason of the fact that he or she or
his testator or intestate is or was a director or officer of the Corporation or
any predecessor of the Corporation or serves or served any other enterprise as a
director, officer, employee or agent at the request of the Corporation or any
predecessor to the Corporation
Neither any amendment nor repeal of this Article, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim accruing or arising or that,
but for this Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
ARTICLE 10
Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.
ARTICLE 11
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE 12
To the fullest extent permitted by applicable law, the Corporation is
authorized to provide indemnification of (and advancement of expenses to)
directors, officers, employees and other agents of the Corporation (and any
other persons to which Delaware law permits the Corporation to provide
indemnification), through Bylaw provisions, agreements with any such director,
officer, employee or other agent or other person, vote of stockholders or
disinterested directors, or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the Delaware General
Corporation Law, subject only to limits created by applicable Delaware law
(statutory or nonstatutory), with respect to actions for breach of duty to a
corporation, its stockholders and others.
Any repeal or modification of any of the foregoing provisions of this
Article 12, by amendment of this Article 12 or by operation of law, shall not
adversely affect any right or protection of a director, officer, employee or
other agent or other person existing at the time of, or increase the liability
of any director of the Corporation with respect to any acts or omissions of such
director, officer or agent occurring prior to such repeal or modification.
-3-
