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Exhibit 10.23
December 15, 1997
Xx. Xxxxxxx X. Xxxxxxxxxx
000 Xxxxx 00 Xxxx
Xxxxx X-00
Xxxxxxxxx, XX 00000
Re: Stock Purchase Agreement dated November 20, 1996, as amended
on April 7, 1997, and on November 20, 1997, among DynamicWeb
Enterprises, Inc. (the "Company"), Software Associates, Inc.
and Xxxxxxx X. Xxxxxxxxxx
Dear Xxx:
As you are aware, under Section 3 of the above-referenced Stock
Purchase Agreement (the "Agreement"), you may receive additional shares of the
common stock, $.0001 par value per share (the "Common Stock"), of the Company,
depending on the trading price of the Common Stock immediately prior to January
30, 2000.
As you are further aware, the Agreement was amended pursuant to a
letter agreement dated April 7, 1997, between the Company and you and another
letter agreement dated November 20, 1997 between the Company and you (the
"Amendments").
The purpose of this letter is to further amend the Agreement to modify
the number of additional shares the Company is obligated to issue to you, and
the average closing bid price of the Company's Common Stock per share for the
five trading days immediately prior to January 30, 2000, which would trigger
such obligation. This amendment will be mutually beneficial to the Company and
you, as it will facilitate the Company's planned public offering of shares of
the Common Stock. Therefore, the Company and you hereby agree as follows:
1. The Agreement is hereby modified and amended as follows:
(a) to change the average trading price set forth in
Section 3 of the Agreement to $21.565; and
(b) to change the maximum number of additional shares set
forth in Section 3 to 178,420 (such number and price
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Xx. Xxxxxxx X. Xxxxxxxxxx
December 15, 1997
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reflecting the Contribution of Stock and the Reverse Stock Split as such terms
are defined in the Company's Securities and Exchange Commission Registration
Statement No. 333-35579).
2. The Agreement, as previously amended and further amended by this
letter amendment, is hereby ratified and affirmed.
Please indicate your acceptance and agreement with the terms of this
letter below, and return one copy to me. Thank you for your assistance in this
matter.
Very truly yours,
DYNAMICWEB ENTERPRISES, INC.
By /s/ Xxxxx X. Xxxxxxxxxx, Xx.
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Xxxxx X. Xxxxxxxxxx, Xx.,
Chairman and Chief Executive
Officer
AGREED TO AND ACCEPTED, intending to be legally bound hereby, as of this 15th
day of December, 1997.
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
