Exhibit 10.14
AMENDMENT TO THE STOCK PURCHASE AGREEMENT
THIS AGREEMENT made the ______ day of February, 1999
BETWEEN:
STORESONLINE.CQM, LTD., a corporation incorporated
under the laws of the Province of Alberta
(hereinafter called "Purchaser")
OF THE FIRST PART
- and -
NETGATEWAY, INC., a corporation incorporated under the
laws of the State of Nevada
(hereinafter called "Netgateway")
OF THE SECOND PART
- and -
The persons listed on the signing page hereto
(hereinafter referred to as the "Selling Stockholders")
OF THE THIRD PART
WHEREAS the parties entered into a Stock Purchase Agreement dated as of
November 1, 1998 (the "Stock Purchase Agreement") and are desirous of amending
the same;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Section 1.02 of the Stock Purchase Agreement is hereby replaced with the
following:
"1.02 Purchase Price. The aggregate purchase price for the Shares is
$2,600,000 dollars (the "Purchase Price") which shall be payable by the
Purchaser's delivery of 371,429 Shares of the Purchaser's Class "B" Common
Stock (the "Exchangeable Shares"), which shall be exchangeable into
Netgateway Common Stock ("Netgateway Shares") in accordance with the
Purchaser's Articles of Incorporation set forth as Exhibit "A" hereto. All
the amounts set forth herein shall refer to United States Dollars unless
otherwise indicated.
2. Section 1,03 and Schedule I of the Stock Purchase Agreement are hereby
amended such that the number of Exchangeable Shares referred to therein is
increased to reflect the increase in the total number of' Exchangeable
Shares set out in Section 1.02 above. Where a portion of the Exchangeable
Shares is referred to that portion shall be increased by the same
percentage
by which the total number of Exchangeable Shares have been increased.
3. Section 1 .03 (c) is eliminated in its entirety.
4. Sections 9.01 and 9.02 of the Stock Purchase Agreement are hereby amended
such that the fair market value of the Exchangeable Shares is deemed to be
$7.00 USD.
5. Section 9.03 of the Stock Purchase Agreement is amended to remove the
phrase "the lesser of the ADP or" so it reads "the aggregate fair market
value of the Shares, which shall be deemed to be the Purchase Price."
6. Section 10.01 of the Stock Purchase Agreement is amended to eliminate the
definition "ADP" in its entirety.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officer of each party hereto as at the date first above
written,
PURCHASER: STORESONLINE.COM LTD.,
an Alberta corporation
By: /s/ Donald M. Corliss, Jr.
------------------------------------
Name: Donald M. Corliss, Jr.
Title: President
NETGATEWAY: NETGATEWAY, INC.,
a Nevada corporation
By: /s/ Donald M. Corliss, Jr.
------------------------------------
Name: Donald M. Corliss, Jr.
Title: President
SELLING STOCKHOLDERS:
/s/ David Rosenvall
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David Rosenvall
/s/ Jordi MacDonald
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Jordi MacDonald
/s/ Clint McKinlay
----------------------------------------
Clint McKinlay
/s/ Shawn Abbot
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Shawn Abbot
/s/ Dan Freedman
----------------------------------------
Dan Freedman
/s/ Cani Services Inc.
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Cani Services Inc.
/s/ Gerald W. Moore
----------------------------------------
Gerald W. Moore
/s/ Ed Warner
----------------------------------------
Ed Warner
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