"NOTE - Certain confidential technical and commercial information has been
redacted from this exhibit in order to preserve the confidentiality of such
information. All of the confidential information which has been redacted is on
file with the Securities and Exchange Commission. Redacted material is
indicated by the symbol, "[**REDACTED**]" where such redacted text would have
appeared in this exhibit."
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is entered into as of this 26th day of July,
1999, by and between MediaOne of Colorado, Inc., a Delaware corporation (the
"BUYER") and Netgateway, Inc., a Nevada corporation (the "COMPANY").
RECITALS
WHEREAS, the Company is an electronic commerce service provider, and owns,
operates and maintains an Internet storefront building services package
comprised of certain services delivered through the Company's proprietary
software;
WHEREAS, the Buyer is engaged in engaged in [**REDACTED**] the business
of providing high speed Internet access, data transmission and cable
television programming services throughout the United States.
WHEREAS, the Company and the Buyer have entered into a strategic alliance
(the "STRATEGIC ALLIANCE") pursuant to which the Company shall become an
electronic commerce storefront provider for the Buyer;
WHEREAS, the Strategic Alliance will initially be comprised of three
initiatives to be performed by the Company for the Buyer, including the design
and development of: (a) an online shopping mall branded around the Buyer's name
and image; (b) an online store for the Buyer; and (c) a branded electronic
storefront service (including the Company's standard eCommerce features,
placement in the Buyer's branded online mall, storefront maintenance and
unlimited help desk support) which the Buyer shall resell to third party
merchants.
WHEREAS, in connection with the Strategic Alliance, the Company and the
Buyer have entered into a Cable Reseller and Mall Agreement (the "RESELLER
AGREEMENT") and a Warrant Agreement (the "WARRANT AGREEMENT") , each dated of
even date herewith (together with this Agreement, the "TRANSACTION AGREEMENTS");
WHEREAS, in consideration for the obligations of the Buyer under the
Reseller Agreement, the Company desires to issue to the Buyer, and the Buyer
desires to purchase, fifty thousand shares of the Company's common stock, par
value $.001 per share ("COMMON STOCK").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the Company and the Buyer hereby
agree as follows:
SECTION 1. DEFINITIONS
1.1 DEFINITIONS. As used in this Agreement, the following
definitions shall apply:
"AGREEMENT" means this Stock Purchase Agreement by and between the
Buyer and the Company, as it may be amended or supplemented from time to time
pursuant to the provisions hereof.
"BY-LAWS" means the by-laws of Company, as the same may be amended or
modified from time to time.
"CERTIFICATE" means the articles or certificate of incorporation of
the Company, as the same may be amended, restated or modified from time to time.
"STOCK" means the 50,000 shares of Common Stock to be sold to the
Buyer pursuant to the terms of this Agreement.
SECTION 2. PURCHASE OF STOCK
2.1 PURCHASE OF STOCK. In consideration for the obligations of the
Buyer under the terms of the Reseller Agreement, the Company hereby issues and
sells to the Buyer, and the Buyer hereby purchases from the Company, fifty
thousand (50,000) shares of Common Stock. The Company hereby agrees to promptly
deliver the certificate(s) evidencing the Stock to the Buyer.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In order to
induce the Buyer to enter into this transaction, the Company represents and
warrants as follows:
a. ORGANIZATION AND STANDING. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada.
b. CORPORATE POWER. The Company has all necessary corporate
power and authority to execute, deliver and perform this Agreement, the
Reseller Agreement and the Warrant Agreement and the transactions contemplated
hereby and thereby, and has all requisite corporate power and authority to sell
and issue the Stock hereunder and to carry out the transactions contemplated
hereby.
-2-
c. STOCK. Upon issuance, the Stock will be duly authorized,
validly issued, fully paid and nonassessable, and issued in accordance with
applicable laws.
d. CAPITALIZATION AND VOTING RIGHTS. The authorized capital stock
of the Company consists, or will consist, immediately prior to the Closing, of:
(i) COMMON STOCK. _25,000,000 shares of Common Stock, of
which 9,648,404 shares are issued and outstanding.
(ii) Except for (i) an aggregate of 1,000,000 shares of Common
Stock reserved for issuance under the Company's 1998 Stock Compensation Plan
(including 998,301 shares subject to outstanding options granted thereunder);
(ii) an aggregate of 5,000,000 shares reserved for issuance under the Company's
1998 Stock Option Plan for Senior Executives (including 2,596,667 shares subject
to outstanding options granted thereunder); (iii) warrants to purchase an
aggregate of 1,750,100 shares of Common Stock; (vi) an aggregate of 240,000
shares reserved for issuance pursuant to options granted outside of either of
the Company's stock compensation plans; and (v) conversion rights in respect of
the Company's Secured Convertible Debentures Due December 31, 1999, there are no
outstanding options, warrants, rights (including conversion or preemptive rights
and rights of first refusal) or agreements, orally or in writing, for the
purchase or acquisition from the Company of any shares of its capital stock.
The Company is not a party or subject to any agreement or understanding and, to
the Company's best knowledge, there is no agreement or understanding between any
persons and/or entities, which affects or relates to the voting or giving of
written consents with respect to any of the Company's securities or the voting
by or election of a director of the Company.
(iii) All outstanding securities of the Company were duly and
validly authorized and issued, are fully paid and nonassessable, and were issued
in accordance with the registration or qualification provisions of the
Securities Act of 1933, as amended (the "SECURITIES ACT"), and any relevant
state securities laws, including Blue Sky laws, or pursuant to valid exemptions
therefrom, and in accordance with the other applicable provisions of the
Securities Act and the rules and regulations promulgated thereunder, and Rule
10b-5 under the Securities Exchange Act of 1934, as amended.
e. GOVERNMENTAL CONSENTS. Except for the filing of notices
required or permitted to be filed after the date hereof with certain United
States federal and state securities commissions, which notices the Company
will file on a timely basis, no consent, approval, order or authorization of,
or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required in connection with valid execution, delivery and performance of the
Transaction Agreements or the consummation of the transactions contemplated
therein.
-3-
f. COMPLIANCE WITH OTHER INSTRUMENTS. The Company has not violated
and is not in violation, breach or default of any: (a) provision of its
Certificate, or its Bylaws or any term or provision of any instrument, judgment,
order, writ or decree: (b) any mortgage, note or other evidence of indebtedness
or any lease, contract or any other agreement or obligation to which the Company
is a party or by which it or its properties are bound (each a "DOCUMENT"); or
(c) any provision of any federal or state law, rule or regulation applicable to
the Company, the violation, breach or default of which would materially and
adversely affect the assets, properties, financial condition, operating results,
prospects or business of the Company. The execution, delivery and performance
of the Transaction Agreements and the consummation of the transactions
contemplated therein, will not result in any such violation or breach or be in
conflict with or constitute, with or without the passage of time and giving of
notice, a default under any Document.
g. INTELLECTUAL PROPERTY RIGHTS.
(i) The Company has full title to and ownership of or has
the legal right to use all: (i) patents, patent applications, trademarks,
service marks, trade names, trade dress, copyrights and any renewal rights
therefor, mask works, net lists, schematics, technology, manufacturing
processes, supplier lists, trade secrets, know-how, computer software
programs or applications (in both source code and object code); (ii) software
and firmware listings, fully commented and updated software source code, and
complete system build software and instructions related to all software
described therein; and (iii) documents, records and files relating to design,
end user documentation, manufacturing, quality control, sales, marketing and
customer support for all intellectual property described above (collectively
"INTELLECTUAL PROPERTY") necessary for its business as now conducted and as
proposed to be conducted without any conflict with or infringement of the
rights of others. [**REDACTED**] there are no outstanding material options,
licenses or agreements of any kind relating to the Company's Intellectual
Property, nor is the Company bound by or a party to any material options,
licenses or agreements of any kind with respect to the Intellectual Property
of any other person or entity.
(ii) To the Company's best knowledge, there is no unauthorized
use, infringement or misappropriation of any of the Company's Intellectual
Property by any third party, employee or former employee, the use of which would
materially and adversely affect the assets, properties, financial condition,
operating results, prospects or business of the Company or the Company's
Intellectual Property. To the Company's best knowledge, the Company has not
interfered with, infringed upon, misappropriated, or otherwise come into
conflict with any Intellectual Property of any third party, nor has the Company
received any communications alleging that the Company has violated or, by
conducting its business as proposed, would violate any Intellectual Property of
-4-
any third party.
h. NO BREACH BY EMPLOYEE. The Company is not aware after
due inquiry of its employees that any of its employees is obligated under any
contract (including licenses, covenants or commitments of any nature) or other
agreement, or subject to any judgment, decree or order of any court or
administrative agency, that would interfere with the use of his or her best
efforts to promote the interests of the Company or that would conflict with the
Company's business as proposed to be conducted. Neither the execution or
delivery of the Transaction Agreements nor the performance of the obligations
contemplated thereby, nor the carrying on of the Company's business by the
employees, agents and independent contractors of the Company, nor the conduct of
the Company's business as proposed will, to the Company's knowledge after due
inquiry of its employees, conflict with or result in a breach of the terms,
conditions or provisions of, or constitute a default under, any law, judgment,
order, decree, contract, covenant or instrument under which any of such
employees, agents or independent contractors is now subject to or obligated.
The Company does not believe it is or will be necessary to utilize any
inventions, trade secrets or proprietary information of any of its employees
made prior to their employment with or retention by the Company, except for
inventions, trade secrets or proprietary information that have been assigned to
the Company.
i. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTS. Each former
and current employee and officer of the Company has executed an agreement with
the Company regarding confidentiality, proprietary information and inventions
assignments substantially in the form or forms delivered to the Buyer. The
Company, after reasonable investigation, is not aware that any of its employees
or officers are in violation of such agreements, and the Company will use best
efforts to prevent any such violation. All consultants to or vendors of the
Company with access to confidential information of the Company are parties to a
written agreement substantially in the form or forms provided to the Buyer under
which, among other things, each such consultant or vendor is obligated to
maintain the confidentiality of confidential information of the Company. The
Company, after reasonable investigation, is not aware that any of its
consultants or vendors are in violation of such agreements, and the Company will
use its best efforts to prevent any such violation.
j. AGREEMENTS; ACTIONS.
(i) Except in the ordinary course of business or as disclosed
in writing to the Buyer, there are no agreements, understandings (oral or
written), instruments, licenses, contracts, proposed transactions, judgments,
orders, writs or decrees to which the Company is a party or by which it or
any of its properties is bound that may involve: (A) obligations (contingent
or otherwise) of, or payments to, the Company in excess of $50,000; (B)
provisions restricting or affecting the development, manufacture or
distribution of the Company's products or services; or (C) indemnification by
the Company with respect to overt allegations infringement of any
Intellectual Property.
-5-
(ii) The Company has not: (A) declared or paid any dividends, or
authorized or made any distribution upon or with respect to any class or series
of its capital stock; (B) incurred any indebtedness, other than the Secured
Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as
otherwise disclosed to the Buyer in writing, for money borrowed, individually or
in the aggregate, in excess of $50,000; (C) made any loans or advances to any
person, other than ordinary advances for travel expenses; or (D) sold, exchanged
or otherwise disposed of any of its assets or rights, other than the sale of
inventory in the ordinary course of business.
(iii) For purposes of subsection (ii) above, all indebtedness,
liabilities, agreements, understandings, instruments, contracts and proposed
transactions involving the same person or entity (including persons or
entities the Company has reason to believe are affiliated therewith) shall be
aggregated for the purpose of meeting the individual minimum dollar amount of
such subsection.
(iv) The Company is not a party to and is not bound by any
contract, agreement or instrument, or subject to any restriction under its
Certificate, or Bylaws, which materially and adversely affects the assets,
properties, financial condition, operating results, prospects or business of the
Company as now conducted or as proposed to be conducted.
k. LITIGATION. Except for the Company's dispute with
[**REDACTED**] there is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Company, threatened against the Company or
any of its properties or assets where the amount in controversy exceeds
$15,000 or that questions the validity of the Transaction Agreements or any
action taken or to be taken in connection therewith. The Company is not a
party or subject to the provisions of any order, writ, injunction, judgment
or decree of any court or government agency or instrumentality. There is no
action, suit, proceeding or investigation by the Company currently pending or
which the Company intends to initiate.
l. PERMITS. The Company has all franchises, permits, licenses and
other similar authorities necessary for the conduct of its business as now being
conducted by it, the lack of which could materially and adversely affect the
assets, properties, financial condition, operating results, prospects or
business of the Company, and the Company believes that it can obtain, without
undue burden or expense, any similar authority for the conduct of its business
as planned to be conducted. The Company is not in default under any such
franchises, permits, licenses or other similar authority.
m. TITLE TO PROPERTY AND ASSETS. Other than the Secured Convertible
Debentures due December 31, 1999, the Company owns its properties and assets
free and clear of all mortgages,
-6-
deeds of trust, liens, encumbrances, security interests and claims, except
such encumbrances and liens which arise in the ordinary course of business
and do not materially impair the Company's ownership or use of such property
or assets. With respect to the property and assets it leases, the Company is
in compliance with such leases and, to the Company's best knowledge, holds
valid leasehold interests in such properties and assets free and clear of any
liens, encumbrances, security interests or claims of any party other than the
lessors of such property and assets.
n. FINANCIAL STATEMENTS. The Company has delivered to the Buyer its
audited financial statements (balance sheet and statement of operations,
statement of changes in stockholder's equity and statement cash flows, including
notes thereto) at June 30, 1998 and for the fiscal year then ended, and its
unaudited financial statements (balance sheet and statement of operations) as at
and for the nine-month period ended March 31, 1999 (collectively, the "FINANCIAL
STATEMENTS"). The Financial Statements: (i) have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
throughout the period indicated and with each other; (ii) have been compiled
from and are in accordance with the Company's books and records; (iii) are
complete and correct in all material respects; and (iv) fairly present the
financial condition, assets and liabilities and operating results of the Company
as of the dates, and for the periods, indicated therein; PROVIDED, HOWEVER, that
the unaudited Financial Statements are subject to year-end audit adjustments
(which, individually or in the aggregate, are not expected to be material) and
do not contain all footnotes required under generally accepted accounting
principles. Except as set forth in the Financial Statements or as disclosed in
writing to the Buyer or as otherwise contemplated herein, the Company has no
material liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to March 31, 1999, and
(ii) obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles to
be reflected in the Financial Statements, which, in both cases, individually or
in the aggregate, are not material to the financial condition or operating
results of the Company.
o. TAX RETURNS, PAYMENTS AND ELECTIONS. [**REDACTED**] The
Company has paid, or will pay, all taxes and other assessments due, except
those contested by it in good faith and except to the extent that a reserve
has been reflected on the Financial Statements in accordance with generally
accepted accounting principles. The Company has not elected, pursuant to
the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as
a Subchapter S corporation or a collapsible corporation pursuant to Section
1362(a) or Section 341(f) of the Code, nor has it made any other elections
pursuant to the Code (other than elections that relate solely to methods of
accounting, depreciation or amortization) that could materially and adversely
affect the assets, properties, financial condition, operating results,
prospects or business of the Company as presently conducted or as proposed to
be conducted. The Company has never had any tax deficiency proposed or
assessed against it and has not executed any waiver of any statute of
limitations on the assessment
-7-
or collection of any tax or governmental charge. None of the Company's
federal income tax returns and none of its state income or franchise tax or
sales or use tax returns has ever been audited by governmental authorities
and the Company is not in any dispute with any tax authorities. The Company
has caused to be withheld or collected from each payment made to each of its
employees, the amount of all taxes (including, but not limited to, Federal
income taxes, Federal Insurance Contribution Act taxes and Federal
Unemployment Tax Act taxes) required to be withheld or collected therefrom,
and has caused the same to be paid to the proper tax receiving officers or
authorized depositories.
p. YEAR 2000.
(i) For purposes of this Agreement, "YEAR 2000 COMPLIANT" means
that the applicable software, hardware or firmware product, including, without
limitation, any embedded microcontrollers (each, a "COMPUTER SYSTEM") will
correctly differentiate between years in different centuries and will accurately
process date/time data, including, but not limited to, recording, storing,
processing, comparing, sequencing, calculating and presenting calendar dates
(including Leap Year dates and dates that may also be interpreted as so-called
"magic numbers," such as "9999" instead of September 9, 1999) falling before,
on, during and after (and, if applicable, spans of time including) January 1,
2000, including correctly differentiating between years, in different centuries,
that end in the same two digits. "YEAR 2000 COMPLIANT" also means that the
applicable Computer System accurately processes any information dependent on or
relating to such dates without loss of functionality, data integrity or
performance.
(ii) The Company is presently conducting an inventory of the
Computer Systems used in the Company's business in order to determine whether
such Computer Systems are Year 2000 Compliant. The Company is in the process of
upgrading or replacing such Computer Systems that are not Year 2000 Compliant to
ensure that such systems are Year 2000 Compliant prior to December 31, 1999 or
such earlier date on which the applicable Computer System may shut down or
produce incorrect calculations or otherwise malfunction without becoming totally
inoperable. The Company is not aware of any events or circumstances that would
delay or preclude the upgrading and implementation of such upgrades prior to
December 31, 1999 or such earlier date on which the applicable Computer Systems
may shut down or produce incorrect calculations or otherwise malfunction without
becoming totally inoperable. The costs of upgrading the Company's Computer
Systems to be Year 2000 Compliant will not be material.
(iii) All Computer Systems sold, leased or licensed, subleased or
sublicensed by the Company, including, without limitation, all Computer
Systems integrated with the Company's products (whether or not developed,
manufactured or otherwise produced by the Company) to third parties are Year
2000 Compliant. The Company has not made any misrepresentation to any
customer or end-user regarding the Year 2000 Compliant status of any such
Computer Systems.
-8-
q. DISCLOSURE. The Company has fully provided the Buyer with all
information reasonably available to it without undue expense that the Buyer has
requested for deciding whether to purchase the Stock and all of the information
(including copies of all material agreements to which the Company is a party)
which the Company believes is material to Buyer in making such decision.
Neither this Agreement , the Reseller Agreement, the Warrant Agreement nor any
other exhibits, schedules, statements or certificates made or delivered in
connection herewith or therewith contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements herein
or therein not misleading.
r. INSURANCE. The Company has in full force and effect (i) fire
and casualty insurance policies, with extended coverage, sufficient in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that might be damaged or destroyed, and (ii) standard comprehensive general
liability insurance coverage customary for companies similarly situated to the
Company.
s. RELATED PARTY TRANSACTIONS. Except as (i) set forth in the
Company's Form S-1 dated June 1, 1999, as amended (and filed with the Securities
and Exchange Commission thereon); (ii) set forth in the Transaction Agreements;
and (iii) provided for in any compensation arrangements made in the ordinary
course of business, there are no agreements, understandings or proposed
transactions between the Company and any of its employees, officers, directors,
affiliates or any affiliate thereof, and no employee, officer, or director of
the Company or member of his or her immediate family is indebted to the Company,
nor is the Company indebted (or committed to make loans or extend guarantee
credit) to any of them. To the Company's best knowledge, none of such persons
has any direct or indirect ownership interest in any firm or corporation with
which the Company is affiliated or with which the Company has a business
relationship, or any firm or corporation that competes with the Company, except
that employees, officers or directors of the Company and members of their
immediate families may own stock in publicly traded companies that may compete
with the Company. Except as disclosed to the Buyer in writing, no shareholder,
employee, officer or director of the Company or member of his or her immediate
family is directly or indirectly interested in any material contract with the
Company. [**REDACTED**]
3.2. REPRESENTATION AND WARRANTIES OF THE BUYER. In order to induce
the Company to enter into this transaction, the Buyer represents and warrants as
follows:
a. ORGANIZATION AND STANDING. The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation.
-9-
b. CAPITALIZATION. The Buyer is a corporation, not formed for
purposes of purchasing the Stock, with total assets in excess of US $5 million.
c. CORPORATE POWER. The Buyer has all necessary power and
authority to execute, deliver and perform this Agreement, the Reseller Agreement
and the Warrant Agreement and the transactions contemplated hereby and thereby.
All necessary corporate proceedings of the Buyer have been duly taken to
authorize the execution, delivery and performance of the Transaction Agreements.
The Transaction Agreements have been duly authorized, executed and delivered by
the Buyer, are the legal, valid and binding obligations of the Buyer and are
enforceable in accordance with their terms
d. RESTRICTION ON TRANSFER. The Buyer hereby acknowledges and
agrees that the Stock has not been registered under the Securities Act of 1933,
as amended (the "ACT"), or qualified with the securities regulatory agency of
any state and may not be resold or otherwise disposed of unless registered under
the Act or qualified with the securities regulatory agency of any state which
has jurisdiction over any such transfer or unless an exemption from such
registration or qualification is available. The Buyer will transfer the Stock
only in accordance with the applicable requirements of all federal and state
securities laws. The Buyer acknowledges that the certificate(s) evidencing the
Stock will bear a legend regarding restriction on transfer. Notwithstanding the
foregoing, the Buyer may, in accordance with the requirements of all applicable
federal and state securities laws, transfer any or all of its Stock to any
person or entity that, directly or indirectly, controls or is controlled by or
is under common control with, the Buyer.
e. INVESTMENT. The Buyer is purchasing the Stock for its own
account, for investment purposes only, and not for the account of any other
person, and not with a view to, or for offer or sale in connection with, any
distribution, assignment or resale to others or to fractionalization in whole or
in part.
f. RISK. The Buyer recognizes that investment in the Company
involves substantial risks, and it has experience in financial and business
matters is such that it is capable of evaluating the risks of an investment in
the Stock. The Buyer is able to bear the substantial economic risks of an
investment in the Company for an indefinite period of time, , and at the present
time, could afford a complete loss of such investment.
g. DUE DILIGENCE. The Buyer acknowledges that all documents,
records and books pertaining to this investment have been made available for
inspection to the Buyer. The Buyer has had a reasonable opportunity to ask
questions of and receive answers from the Company concerning the investment and
all such questions have been answered to the full satisfaction of the Buyer.
-10-
SECTION 4. GENERAL
4.1. GOVERNING LAW. This Agreement, and the legal relations between
the parties with respect hereto, shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made
and performed in such state without regard to principles of conflicts of law.
4.2. HEADINGS. The descriptive heading of the Sections of this
Agreement are for convenience only and do not constitute a part of this
Agreement.
4.3. ENTIRE AGREEMENT. The Transaction Agreements contain the
entire agreement and understanding of the parties hereto, and incorporate all
prior and contemporaneous discussions, agreements and understanding between the
parties with respect to the subject matter hereof, and no party shall be liable
to the other party with respect to any warranties, representations or covenants
except as specifically set forth in the Transaction Agreements.
4.4 COUNTERPARTS. This Agreement and any amendment hereto may be
executed in one or more counterparts and by different parties in separate
counterparts. Such counterparts shall constitute one and the same agreement and
shall become effective when the counterparts have been signed by each party and
delivered to the other party.
4.5. ATTORNEYS' FEES. In the event of any action by any party
arising under or out of, in connection with or in respect of the Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
expenses incurred in such action.
4.6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of both the Buyer and the Company contained in or
made pursuant to this Agreement shall survive the execution and delivery of this
Agreement.
4.7. MODIFICATION. Neither this Agreement, nor any provisions
hereof, shall be waived, modified, changed, discharged, terminated, revoked or
canceled except by an instrument in writing signed by the party against whom any
change, discharge or termination is sought.
IN WITNESS WHEREOF, the undersigned have caused this Stock Purchase
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized of the date first written above.
-11-
COMPANY:
NETGATEWAY, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
BUYER:
MEDIAONE OF COLORADO, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: VP
-12-
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INCORPORATED UNDER THE LAWS OF
STATE OF NEVADA
RESTRICTED STOCK
-------------- ---------------
NUMBER SHARES
-------------- [LOGO] ---------------
2072 ***50,000***
-------------- ---------------
-------------- ---------------
CUSIP NO. 641111 10 9
NETGATEWAY, INC.
25,000,000 AUTHORIZED SHARES $.001 PAR VALUE NON-ASSESSABLE
THIS CERTIFIES THAT ***MEDIAONE OF COLORADO INC***
IS THE REGISTERED HOLDER OF ***FIFTY THOUSAND SHARES***
SHARES OF NETGATEWAY, INC. COMMON STOCK
TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR
BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTERED BY THE REGISTRAR.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES
OF ITS DULY AUTHORIZED OFFICERS.
COUNTERSIGNED AND REGISTERED
DATED: July 14, 0000 XXXXXXXX XXXXX XXXXXXXX
Xxxx Xxxx Xxxx, Xxxx
BY /s/ [ILLEGIBLE]
TRANSFER AGENT AND REGISTRAR-AUTHORIZED SIGNATURE
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
SECRETARY [SEAL] PRESIDENT
--------------------------------------------------------------------------------
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