Form Of Voting And Exchange Trust Agreement

Exhibit 99.2


VOTING AND EXCHANGE TRUST AGREEMENT


This AGREEMENT is made as of the . day of September, 1999


BETWEEN:


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


("Infospace")


- and -


INFOSPACE.COM CANADA HOLDINGS INC., a corporation amalgamated under
the laws of Ontario


("Infospace Canada")


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


(the "Trustee"),


Background:


1. Pursuant to that certain Agreement and Plan of Acquisition and Arrangement dated as of the 13th day of August, 1999 (the "Arrangement and Acquisition Agreement"), entered into between Infospace and INEX Corporation ("INEX" and collectively the "Parties'), the Parties have agreed to the acquisition of INEX Corporation by Infospace, pursuant to a court sanctioned plan of arrangement.


2. Pursuant to the Arrangement and Acquisition Agreement, shareholders of INEX will have the option of exchanging common shares of INEX (or preferred shares of INEX collectively, the "INEX Shares"), exchangeable shares in the capital of Infospace (Canada) (the "Exchangeable Shares") or common shares in the capital of Infospace on the basis of .20405 of a Exchangeable Share or 0.20405 of a common share of Infospace for each INEX Share.


3. Pursuant to the Arrangement and Acquisition Agreement, Infospace and Infospace Canada have agreed to enter into a voting and exchange trust agreement with a trustee


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appointed by the holders of such Exchangeable Shares substantially in the form of this agreement.


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 Infospace Common Shares for
Exchangeable Shares pursuant to section 5.12.


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


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


"Board of Directors" means the Board of Directors of Infospace Canada.


"Business Day" means any day on which commercial banks are open for
business in Seattle, Washington and Toronto, Ontario, other than a
Saturday, a Sunday or a day observed as a holiday in Toronto, Ontario under
the laws of the Province of Ontario 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 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.


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"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 asked 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.


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


"Exchangeable Shares" means the non-voting exchangeable shares in the
capital of Infospace Canada.


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


"Infospace Common Share" means a share of common stock, par value U.S.
$0.001, 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.


"Infospace Special Voting Share" means the one share of Special Voting
Stock of Infospace, par value U.S.$.0l, which entitles the holder of record
to a number of votes at meetings of holders of Infospace Common Shares
equal to the number of Exchangeable Shares outstanding from time to time
(other than 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.


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


"Insolvency Event" means the institution by Infospace Canada of any
proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or
the consent of Infospace Canada 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 analogous laws, including without limitation the
Companies Creditors' Arrangement Act (Canada) and the Bankruptcy and
Insolvency Act (Canada), and the failure by Infospace Canada to contest in
good faith any such proceedings commenced in respect of Infospace Canada
within 30 days of becoming aware thereof, or


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the consent by Infospace Canada to the filing of any such petition or to
the appointment of a receiver, or the making by Infospace Canada of a
general assignment for the benefit of creditors, or the admission in
writing by Infospace Canada of its inability to pay its debts generally as
they become due, or Infospace Canada not being permitted, pursuant to
solvency requirements of applicable law, to redeem any Retracted Shares
pursuant to section [6] of the Share Provisions.


"Liquidation Call Right" has the meaning ascribed thereto in section [7] 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).


"Officer's Certificate" means, with respect to Infospace or Infospace
Canada, as the case may be, a certificate signed by any one of Chief
Executive Office, President or Chief Financial Officer of Infospace or
Infospace Canada, 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 Exchangeable Shares.


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


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


"Trust Estate" means the Infospace Special 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 Infospace Special
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


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Article, section or other portion hereof and include any agreement or 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.


ARTICLE 3


INFOSPACE SPECIAL VOTING SHARE


3.1 Issue and Ownership of the Infospace Special Voting Share


Infospace hereby issues to and deposits with the Trustee, the Infospace Special 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 Infospace Special 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 Infospace Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Infospace Special Voting Share provided that the Trustee shall:


(a) hold the Infospace Special 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


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(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 Infospace Special Voting Share and the Infospace Special
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


Infospace Canada shall cause each certificate representing 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 Exchangeable Shares of the Beneficiaries.


3.3 Safe Keeping of Certificate


The certificate representing the Infospace Special 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 Infospace Special Voting Share, shall be entitled to all of the Voting Rights, including the right to vote in person or by proxy the Infospace Special Voting Share on any matters, questions, proposals or propositions 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


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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.


4.3 Mailings to Shareholders


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) 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 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.


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 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


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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 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 Infospace
Special 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. Immediately upon 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.


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4.6 List of Persons Entitled to Vote


Infospace Canada 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 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 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 Infospace Canada of such request or the record date for such meeting or seeking of consent, as the case may be. Infospace agrees to give Infospace Canada 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 Infospace Canada 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 pursuant to section 4.3 in respect of such meeting or
(ii) submits to such representative written revocation


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of any such previous instructions. At such meeting, the Beneficiary
exercising such Beneficiary Votes shall have the same rights as the
Trustee to speak at the meeting in respect of any matter, question,
proposal or proposition, to vote by way of ballot at the meeting in
respect of any matter, question, proposal or proposition, and to vote
at such meeting by way of a show of hands in respect of any matter,
question or proposition.


4.9 Distribution of Written Materials


Any written materials distributed by the Trustee pursuant to this trust agreement shall be sent by mail (or otherwise communicated in the same manner as Infospace utilizes in communications to holders of Infospace Common Shares) to each Beneficiary at its address as shown on the books of Infospace Canada Infospace Canada shall provide or cause to be provided to the Trustee for this purpose, on a timely basis and without charge or other expense:


(a) a current List; and


(b) upon the request of the Trustee, mailing labels to enable the Trustee
to carry out its duties under this trust agreement.


4.10 Termination of Voting Rights


All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Infospace, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the redemption of Exchangeable Shares pursuant to Section 6 or 7 of the Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of Infospace Canada pursuant to Section 5 of the Share Provisions or upon the purchase of the Exchangeable Shares by Infospace Nova Scotia pursuant to the exercise by Infosp ...