Form Of Voting And Exchange Trust Agreement

Exhibit 99.1


VOTING AND EXCHANGE TRUST AGREEMENT


This AGREEMENT is made as of the ________ day of ______________________, 2000


BETWEEN:


INFOSPACE, INC., a corporation incorporated under the laws of
Delaware


("InfoSpace")


- and -


LOCUS HOLDINGS INC., a corporation incorporated under the laws of
Canada


("Locus Holdings")


- and -


MONTREAL TRUST COMPANY OF CANADA, a trust company incorporated
under the laws of Canada,


(the "Trustee")


Background:


1. Pursuant to a Share Exchange Agreement dated as of the 3/rd/ day of
November, 2000 (the "Share Exchange Agreement"), entered into between
------------------------
InfoSpace, InfoSpace Nova Scotia, Locus Holdings and Locus Dialogue Inc.
("Locus") and the shareholders of Locus (collectively the "Parties"), the
-------
Parties have agreed to the acquisition of control of Locus by InfoSpace.


2. Pursuant to the Share Exchange Agreement, shareholders of Locus will have
the option of exchanging their common shares and/or preferred shares, as
the case may be, in the capital of Locus ("Locus Common Shares"), for
-------------------
common shares in the capital of InfoSpace ("InfoSpace Common Shares") or
-----------------------
Locus Exchangeable Shares in the capital of Locus Holdings (the "Locus
-----
Exchangeable Shares") in accordance with the appropriate exchange ratio in
-------------------
the Share Exchange Agreement.


3. In accordance with the Share Exchange Agreement, InfoSpace and Locus
Holdings have agreed to enter into a voting and exchange trust agreement


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with a trustee appointed by the holders of such Locus Exchangeable Shares
substantially in the form of this agreement.


4. Any statements of fact contained in this agreement are made by InfoSpace
and Locus Holdings and not by the Trustee.


NOW THEREFORE in consideration of the respective covenants and agreements provided in this trust agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:


ARTICLE 1


DEFINITIONS AND INTERPRETATION


1.1 Definitions


In this trust agreement, the following terms shall have the following
meanings:


"Affiliate" of any person means any other person directly or indirectly
controlled by, or under control of, that person. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlled by" and "under common control of"), as applied to any person,
means the possession by another person, directly or indirectly, of the
power to direct or cause the direction of the management and policies of
that first mentioned person, whether through the ownership of voting
securities, by contract or otherwise.


"Automatic Exchange Rights" means the benefit of the obligation of
InfoSpace to effect the automatic exchange of Locus Exchangeable Shares for
InfoSpace Common Shares pursuant to section 5.12.


"Beneficiaries" means the registered holders from time to time of Locus
Exchangeable Shares, other than InfoSpace, its Affiliates and the Trustee.


"Beneficiary Votes" has the meaning ascribed thereto in section 4.2.


"Board of Directors" means the Board of Directors of Locus Holdings.


"Business Day" means any day on which commercial banks are open for
business in Seattle, Washington and Montreal, Quebec, other than a
Saturday, a Sunday or a day observed as a holiday in Montreal, Quebec under
the laws of the Province of Quebec or the federal laws of Canada or in
Seattle, Washington under the laws of the State of Washington or the
federal laws of the United States of America.


"Canadian Dollar Equivalent" means, in respect of an amount expressed in a
currency other than Canadian dollars (the "Foreign Currency Amount") at


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any date, the product obtained by multiplying (a) the Foreign Currency
Amount by (b) the noon spot exchange rate on such date for such foreign
currency expressed in Canadian dollars as reported by the Bank of Canada,
or, in the event such spot exchange rate is not available, such exchange
rate on such date for such foreign currency expressed in Canadian dollars
as may be deemed by the Board of Directors to be appropriate for such
purpose.


"Current Market Price" means, in respect of an InfoSpace Common Share on
any date, the Canadian Dollar Equivalent of the average of the closing bid
and ask prices of InfoSpace Common Shares during a period of 20 consecutive
trading days ending not more than three trading days before such date on
the Nasdaq National Market, or, if the InfoSpace Common Shares are not then
quoted on the Nasdaq National Market, on such other stock exchange or
automated quotation system on which the InfoSpace Common Shares are listed
or quoted, as the case may be, as may be selected by the Board of Directors
for such purpose; provided however, that if in the opinion of the Board of
Directors the public distribution or trading activity of InfoSpace Common
Shares during such period does not create a market which reflects the fair
market value of an InfoSpace Common Share, then the Current Market Price of
an InfoSpace Common Share shall be determined by the Board of Directors, in
good faith and in its sole discretion, and provided further that any such
selection, opinion or determination by the Board of Directors shall be
conclusive and binding.


"Escrow Agreement" means that certain escrow agreement dated the date
hereof between Montreal Trust Company of Canada, InfoSpace, Locus Holdings,
InfoSpace Nova Scotia and the Shareholder Agent named therein.


"Exchange Right" has the meaning ascribed thereto in section 5.1.


"InfoSpace Common Share" means a share of common stock, par value U.S.
$0.0001, in the capital of InfoSpace.


"InfoSpace Consent" has the meaning ascribed thereto in section 4.2.


"InfoSpace Meeting" has the meaning ascribed thereto in section 4.2.


"InfoSpace Nova Scotia" means InfoSpace.com Nova Scotia Company, an
unlimited liability company existing under the laws of the Province of Nova
Scotia.


"InfoSpace Successor" has the meaning ascribed thereto in section 11.1(a).


"Insolvency Event" means the institution by Locus Holdings of any
proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or
the consent of Locus Holdings to the institution of bankruptcy, insolvency
or winding-up proceedings against it, or the filing of a petition, answer
or consent seeking dissolution or winding-up under any bankruptcy,
insolvency or


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analogous laws, including without limitation the Companies Creditors'
Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada),
and the failure by Locus Holdings to contest in good faith any such
proceedings commenced in respect of Locus Holdings within 30 days of
becoming aware thereof, or the consent by Locus Holdings to the filing of
any such petition or to the appointment of a receiver, or the making by
Locus Holdings of a general assignment for the benefit of creditors, or the
admission in writing by Locus Holdings of its inability to pay its debts
generally as they become due, or Locus Holdings not being permitted,
pursuant to solvency requirements of applicable law, to redeem any
Retracted Shares pursuant to section 7 of the Share Provisions.


"Liquidation Call Right" has the meaning ascribed thereto in section 8.1 of
the Share Provisions.


"Liquidation Event" has the meaning ascribed thereto in section 5.12(b).


"Liquidation Event Effective Date" has the meaning ascribed thereto in
section 5.12(c).


"Locus Exchangeable Shares" means the non-voting exchangeable shares in the
capital of Locus Holdings.


"Locus Voting Share" means the one share of Special Voting Stock, Class B
of InfoSpace, par value U.S.$0.000l, which entitles the holder of record to
a number of votes at meetings of holders of InfoSpace Common Shares equal
to the number of Locus Exchangeable Shares outstanding from time to time
(other than Locus Exchangeable Shares held by InfoSpace and InfoSpace
Affiliates), which share is to be issued to, deposited with, and voted by,
the Trustee as described herein.


"List" has the meaning ascribed thereto in section 4.6.


"Officer's Certificate" means, with respect to InfoSpace or Locus Holdings,
as the case may be, a certificate signed by any one of Chief Executive
Officer, President or Chief Financial Officer of InfoSpace or Locus
Holdings, as the case may be.


"Person" includes an individual, partnership, corporation, company,
unincorporated syndicate or person organization, trust, trustee, executor,
administrator and other legal representative.


"Share Provisions" means the rights, privileges, restrictions and
conditions attaching to the Locus Exchangeable Shares.


"Support Agreement" means that certain exchangeable share support agreement
made as of even date herewith between InfoSpace, InfoSpace Nova Scotia,
Locus Holdings and the Trustee.


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"Trust" means the trust created by this trust agreement.


"Trust Estate" means the Locus Voting Share, any other securities, the
benefit of the Support Agreement and any money or other property which may
be held by the Trustee from time to time pursuant to this trust agreement.


"Trustee" means Montreal Trust Company of Canada and, subject to the
provisions of Article 10, includes any successor trustee.


"Voting Rights" means the voting rights attached to the Locus Voting Share.


1.2 Interpretation Not Affected by Headings, etc.


The division of this trust agreement into Articles, sections and other portions and the insertion of headings are for convenience of reference only and should not affect the construction or interpretation of this trust agreement. Unless otherwise indicated, all references to an "Article" or "section" followed by a number and/or a letter refer to the specified Article or section of this trust agreement. The terms "this trust agreement", "hereof" "herein", and "hereunder" and similar expressions refer to this trust agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.


1.3 Number, Gender, etc.


Words in the singular number only shall include the plural and vice versa. Words in one gender shall include all genders.


1.4 Date for any Action


If any date on which any action is required to be taken under this trust agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.


ARTICLE 2


PURPOSE OF AGREEMENT


2.1 Establishment of Trust


The purpose of this trust agreement is to create the Trust for the benefit of the Beneficiaries, as herein provided. The Trustee will hold the Trust Estate in order to enable the Trustee to execute the Voting Rights and will hold the Exchange Right and the Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Beneficiaries as provided in this trust agreement.


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ARTICLE 3


LOCUS VOTING SHARE


3.1 Issue and Ownership of the Locus Voting Share


InfoSpace hereby issues to and deposits with the Trustee, the Locus Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this trust agreement. InfoSpace hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the issuance of the Locus Voting Share by InfoSpace to the Trustee. During the term of the Trust and subject to the terms and conditions of this trust agreement, the Trustee shall possess and be vested with full legal ownership of the Locus Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Locus Voting Share provided that the Trustee shall:


(a) hold the Locus Voting Share and the legal title thereto as trustee
solely for the use and benefit of the Beneficiaries in accordance with
the provisions of this trust agreement; and


(b) except as specifically authorized by this trust agreement, have no
power or authority to sell, transfer, vote or otherwise deal in or
with the Locus Voting Share and the Locus Voting Share shall not be
used or disposed of by the Trustee for any purpose other than the
purposes for which this Trust is created pursuant to this trust
agreement.


3.2 Legended Share Certificates


Locus Holdings shall cause each certificate representing Locus Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct the Trustee with respect to the exercise of the Voting Rights in respect of the Locus Exchangeable Shares of the Beneficiaries.


3.3 Safe Keeping of Certificate


The certificate representing the Locus Voting Share shall at all times be held in safe keeping by the Trustee.


ARTICLE 4


EXERCISE OF VOTING RIGHTS


4.1 Voting Rights


The Trustee, as the holder of record of the Locus Voting Share, shall be entitled to all of the Voting Rights, including the right to vote in person or by proxy the Locus Voting Share on any matters, questions, proposals or propositions


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whatsoever that may properly come before the shareholders of InfoSpace at an InfoSpace Meeting or in connection with an InfoSpace Consent. The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to section 7.15:


(a) the Trustee shall exercise the Voting Rights only on the basis of
instructions received pursuant to this Article 4 from Beneficiaries
entitled to instruct the Trustee as to the voting thereof at the time
at which the InfoSpace Meeting is held; and


(b) to the extent that no instructions are received from a Beneficiary
with respect to the Voting Rights to which such Beneficiary is
entitled, the Trustee shall not exercise or permit the exercise of
such Voting Rights.


4.2 Number of Votes


With respect to all meetings of shareholders of InfoSpace at which holders of InfoSpace Common Shares are entitled to vote (each, an "InfoSpace Meeting")
----------------- and with respect to all written consents sought by InfoSpace from its shareholders including the holders of InfoSpace Common Shares (each, an "InfoSpace Consent"), each Beneficiary shall be entitled to instruct the Trustee ----------------- to cast and exercise one of the votes comprised in the Voting Rights for each Locus Exchangeable Share owned of record by such Beneficiary on the record date established by InfoSpace or by applicable law for such InfoSpace Meeting or InfoSpace Consent, as the case may be (the "Beneficiary Votes"), in respect of
----------------- each matter, question, proposal or proposition to be voted on at such InfoSpace Meeting or in connection with such InfoSpace Consent. Any Locus Exchangeable Shares registered in the name of the Trustee pursuant to the Escrow Agreement shall for the purposes of the voting provisions contained in this Agreement be deemed to be Locus Exchangeable Shares owned of record by the Beneficiary as set out in Annex B to the Escrow Agreement and the votes associated with such shares shall be included as Beneficiary Votes.


4.3 Mailings to Beneficiaries


With respect to each InfoSpace Meeting and InfoSpace Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as InfoSpace utilizes in communications to holders of InfoSpace Common Shares, subject to the Trustee being advised in writing of such method of communication and its ability to provide such method) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by InfoSpace to its shareholders:


(a) a copy of such notice, together with any related materials to be
provided to shareholders of InfoSpace;


(b) a statement that such Beneficiary is entitled to instruct the Trustee
as to the exercise of the Beneficiary Votes with respect to such
InfoSpace Meeting or InfoSpace Consent or, pursuant to section 4.7, to
attend


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such InfoSpace Meeting and to exercise personally the Beneficiary
Votes thereat;


(c) a statement as to the manner in which such instructions may be given
to the Trustee, including an express indication that instructions may
be given to the Trustee to give:


(i) a proxy to such Beneficiary or his designee to exercise
personally the Beneficiary Votes; or


(ii) a proxy to a designated agent or other representative of the
management of InfoSpace to exercise such Beneficiary Votes;


(d) a statement that if no such instructions are received from the
Beneficiary, the Beneficiary Votes to which such Beneficiary is
entitled will not be exercised;


(e) a form of direction whereby the Beneficiary may so direct and instruct
the Trustee as contemplated herein; and


(f) a statement of the time and date by which such instructions must be
received by the Trustee in order to be binding upon it, which in the
case of an InfoSpace Meeting shall not be earlier than the close of
business on the second Business Day prior to such meeting, and of the
method for revoking or amending such instructions.


The materials referred to in sections 4.3(a) through 4.3(f) inclusive shall be provided by InfoSpace to the Trustee.


For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any InfoSpace Meeting or InfoSpace Consent, the number of Locus Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by InfoSpace or by applicable law for purposes of determining shareholders entitled to vote at such InfoSpace Meeting or to execute an InfoSpace Consent. InfoSpace will notify the Trustee of any decision of the Board of Directors of InfoSpace with respect to the calling of any InfoSpace Meeting or the seeking of an InfoSpace Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.


4.4 Copies of Shareholder Information


InfoSpace will deliver to the Trustee copies of all proxy materials (including notices of InfoSpace Meetings but excluding proxies to vote InfoSpace Common Shares), information statements, reports (including without limitation, all interim and annual financial statements) and other written communications that, in each case, are to be distributed from time to time to holders of InfoSpace Common Shares in


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sufficient quantities and in sufficient time so as to enable the Trustee to send those materials to each Beneficiary at the same time as such materials are first sent to holders of InfoSpace Common Shares. The Trustee will mail or otherwise send to each Beneficiary, at the expense of InfoSpace, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by InfoSpace) received by the Trustee from InfoSpace contemporaneously with the sending of such materials to holders of InfoSpace Common Shares. The Trustee will also make available for inspection by any Beneficiary at the Trustee's principal corporate trust office in the City of Toronto all proxy materials, information statements, reports and other written communications that are:


(a) received by the Trustee as the registered holder of the Locus Voting
Share and made available by InfoSpace generally to the holders of
InfoSpace Common Shares; or


(b) specifically directed to the Beneficiaries or to the Trustee for the
benefit of the Beneficiaries by InfoSpace.


4.5 Other Materials


As soon as reasonably practicable after receipt by InfoSpace or shareholders of InfoSpace (if such receipt is known by InfoSpace) of any material sent or given by or on behalf of a third party to holders of InfoSpace Common Shares generally, including without limitation, dissident proxy and information circulars (and related information and material) and tender and exchange offer circulars (and related information and material), InfoSpace shall use its reasonable efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to Beneficiaries by such third party) to each Beneficiary as soon as possible thereafter. As soon as practicable following receipt thereof, the Trustee will mail or otherwise send to each Beneficiary, at the expense of InfoSpace, copies of all such materials received by the Trustee from InfoSpace. The Trustee will also make available for inspection by any Beneficiary at the Trustee's principal corporate trust office in the City of Toronto copies of all such materials.


4.6 List of Persons Entitled to Vote


Locus Holdings shall, (a) prior to each annual, general and special InfoSpace Meeting or the seeking of any InfoSpace Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a "List") of the names and addresses of the Beneficiaries
---- arranged in alphabetical order and showing the number of Locus Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with an InfoSpace Meeting or an InfoSpace Consent, at the close of business on the record date established by InfoSpace or pursuant to applicable law for determining the holders of


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InfoSpace Common Shares entitled to receive notice of and/or to vote at such InfoSpace Meeting or to give consent in connection with such InfoSpace Consent. Each such List shall be delivered to the Trustee promptly after receipt by Locus Holdings of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time to permit the Trustee to perform its obligations under this agreement. InfoSpace agrees to give Locus Holdings notice (with a copy to the Trustee) of the calling of any InfoSpace Meeting or the seeking of any InfoSpace Consent, together with the record dates therefor, sufficiently prior to the record date in connection with such meeting or seeking of such consent so as to enable Locus Holdings to perform its obligations under this section 4.6.


4.7 Entitlement to Direct Votes


Any Beneficiary named in a List prepared in connection with any InfoSpace Meeting or InfoSpace Consent will be entitled (a) to instruct the Trustee in the manner described in section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled.


4.8 Voting by Trustee, and Attendance of Trustee Representative at Meeting


(a) In connection with each InfoSpace Meeting and InfoSpace Consent, the
Trustee shall exercise, either in person or by proxy, in accordance
with the instructions received from a Beneficiary pursuant to section
4.3, the Beneficiary Votes as to which such Beneficiary is entitled to
direct the vote (or any lesser number thereof as may be set forth in
the instructions); provided, however, that such written instructions
are received by the Trustee from the Beneficiary prior to the time and
date fixed by the Trustee for receipt of such instructions in the
notice given by the Trustee to the Beneficiary pursuant to section
4.3.


(b) The Trustee shall cause a representative who is empowered by it to
sign and deliver, on behalf of the Trustee, proxies for Voting Rights
to attend each InfoSpace Meeting. Upon submission by a Beneficiary
(or its designee) of identification satisfactory to the Trustee's
representative, and at the Beneficiary's request, such representative
shall sign and deliver to such Beneficiary (or its designee) a proxy
to exercise personally the Beneficiary Votes as to which such
Beneficiary is otherwise entitled hereunder to direct the vote, if
such Beneficiary either (i) has not previously given the Trustee
instructions pursua ...