EXHIBIT 2.2
CORRECTION AGREEMENT
CORRECTION AGREEMENT (this "Agreement"), dated as of and effective as of
November 4, 2003, by and among Delivery Now Corp., a Delaware corporation (the
"Company"), DLVN Acquisition, Inc., a Delaware corporation ("Acquisition") and
CanOnline Global Media, Inc., a Washington corporation ("CGMI").
Whereas the parties hereto have entered into an Agreement and Plan of
Merger dated November 3, 2003 (the "Merger Agreement"). Subsequent to the date
of the Merger Agreement, the Company changed its name to NS8 Corporation.
Whereas the parties have mutually determined that the Merger Agreement
included an error that should be corrected and modified.
Now, therefore, the parties hereto agree as follows:
1. All terms used herein shall have the same meanings ascribed to them in
the Merger Agreement.
2. The directors and a majority of the shareholders of the Company have
executed written consents dated as of and to take effect as of November 4, 2003
which approve the correction of the error in the Merger Agreement. These
consents are sufficient to authorize the execution and delivery of this
Correction Agreement by the Company. CGMI has also authorized this Correction
Agreement.
2. The parties agree that the defined term in the Merger Agreement called
the "BMW Purchasers' Company Capital Stock" was incorrectly defined as twenty
two million (22,000,000) shares of Company Capital stock when it was intended to
be and should have been defined as, and is hereby corrected to be defined as,
twenty four million nine hundred fifty thousand (24,950,000) shares of Company
Capital Stock. Accordingly, the seventh and last "Whereas" clause in the Merger
Agreement is hereby corrected and modified to read in its entirety as follows:
"WHEREAS, simultaneously with the Merger the Company desires to transfer
all of the capital stock (the "BMW Capital Stock") of BMW Messenger Service,
Inc. ("BMW"), a wholly-owned subsidiary of the Company, to Xxxxxxx Xxxxx and
Xxxxx Xxxxxxxx (collectively, the "BMW Purchasers") in exchange for twenty four
million nine hundred fifty thousand (24,950,000) shares of Company Capital Stock
(the "BMW Purchasers' Company Capital Stock").
3. The certificates for the BMW Purchasers' Company Capital Stock shall be
cancelled and returned to the status of authorized and unissued shares.
4. The parties agree that the Merger Agreement shall be restated in its
entirety with the above modification having been made therein.
5. Except as herein provided, the Merger Agreement and the transactions
contemplated thereby shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have
caused this Agreement to be executed and delivered on the date and year first
above written.
DELIVERY NOW CORP.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx,
President
CANONLINE GLOBAL MEDIA, INC.
By: /s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx,
President
DLVN ACQUISITION, INC.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx,
President
