EXHIBIT 10.3
TANNING TECHNOLOGY CORPORATION
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
This Amendment (this "Amended Agreement") to the Stock Purchase
Agreement, dated as of December 24, 1996 and as supplemented by Letter Agreement
dated January 31, 1997 (the "Existing Agreement"), is entered into on this 9th
day of June 1998, by and among Tanning Technology Corporation, a Delaware
corporation (the "Company"), Xxxxxxxx Xxxx Corporation, Winsoft Corporation, and
Xxxxxxx Enterprises, Inc. (the "Original Members"), Xxxxxxx Xxxxxx, Xxxxx
Tanning, Xxxxx Xxxxxxx, and Xxxx Xxxxxxx (the "Principals"), each of AEA Tanning
Investors, Inc., TTC Investors I LLC, TTC Investors II LLC (the "Existing
Purchasers), and each of TTC Investors IA LLC and TTC Investors IIA LLC
(collectively, the "1998 Purchasers") (the Existing Purchasers and the 1998
Purchasers to be referred to herein as the "Purchasers" and each individually, a
"Purchaser").
RECITALS
WHEREAS, pursuant to the Existing Agreement, the Existing Purchasers
purchased and the Company sold 130,000 shares of Class B Common Stock; and
WHEREAS, in March 1997, the Company effected a 21.053 to 1 stock split
of its Class A Common Stock, Class B Common Stock and Class C Common Stock (the
"1997 Split"); and
WHEREAS, the Company has adopted and filed with the Secretary of State
of the State of Delaware a Certificate of Amendment to its Certificate of
Incorporation in the form set forth on Exhibit A, which authorized an increase
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in the number of Class B Common Stock to 15,204,450 shares and effected a 5 to 1
stock split of its Class A Common Stock, Class B Common Stock and Class C Common
Stock (the "1998 Split"); and
WHEREAS, the 1998 Purchasers desires to purchase and the Company
desires to sell to the 1998 Purchasers 1,520,000 shares of the Company's Class B
Common Stock (the "1998 Shares") pursuant to this Amended Agreement; and
WHEREAS, the parties hereto have agreed to amend the Existing
Agreement to provide for the purchase of the 1998 Shares by the 1998 Purchasers.
AGREEMENT
In consideration of the mutual promises, covenants and conditions set
forth below, the parties mutually agree as follows:
I. TERMS USED
The term "Company" in the Existing Agreement shall refer to Tanning
Technology Corporation, a Delaware corporation, as successor in interest to
Tanning Technology Group, L.L.C., a Colorado limited liability company.
II. PURCHASE AND SALE OF STOCK
A. Certificate of Amendment. The Company shall have adopted and
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filed with the Secretary of State of Delaware on or before the Subsequent
Closing Date (as defined below), a Certificate of Amendment to its Certificate
of Incorporation ("Certificate of Amendment"), substantially in the form
attached hereto as Exhibit A, which, among other things, authorizes an increase
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in the number of shares of Class B Common Stock to 15,204,450 shares (which
increase reflects both the 1997 Split and the 1998 Split).
B. Issuance and Sale. Subject to the terms and conditions in this
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Amended Agreement, the Company shall issue and sell to the 1998 Purchasers at
the Subsequent Closing (as defined below) the 1998 Shares at a purchase price of
$1.25 per share.
111. CLOSING OF PURCHASE AND SALE
A. Subject to the conditions to closing set forth in the Existing
Agreement, as amended below, the consummation of the purchase and sale of the
1998 Shares shall take place (the "Subsequent Closing") at the offices of
Ireland, Xxxxxxxxx, Xxxxx & Xxxxxx, P.C., 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxx 00000, on the date of this Amended Agreement, at 9:00 a.m. or such
other place, date, and time as may be mutually agreed to by the Company and the
1998 Purchasers (the "Subsequent Closing Date").
B. At the Subsequent Closing, the parties hereto shall execute
counterpart signature pages to this Amended Agreement, Amendment No. 1 to the
Shareholders Agreement and Amendment No. 1 to the Registration Rights Agreement,
and the Company shall deliver to the 1998 Purchasers, upon tender of the
purchase price of U.S. $1,900,000.00 in the form of cash, check or wire-
transferred funds, certificates representing the 1998 Shares.
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IV. OTHER AGREEMENTS
A. The parties to the Existing Agreement hereby agree and acknowledge
that the terms and conditions (including all representations, warranties and
covenants) of the Existing Agreement remain in full force and effect.
B. The parties hereto acknowledge and agree that except for the
specific representations and warranties of the Company set forth on Exhibit B
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hereto, the representations and warranties of the Company, the Original Members
and the Principals contained in the Existing Agreement are made on and as of the
date of the Existing Agreement and the Closing Date only, and shall not be made
as of the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to the Stock Purchase Agreement to be executed as of the day and year first
written above.
THE COMPANY TANNING TECHNOLOGY CORPORATION, a
Delaware corporation
By: /s/ Xxxxx X. Tanning
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Its: President
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Address:
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
1998 PURCHASERS: TTC INVESTORS IA LLC
By AEA Tanning Investors Inc.,
its managing member
By: /s/Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
TTC INVESTORS IIA LLC
By AEA Tanning Investors Inc.,
its managing member
By: /s/Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
ORIGINAL MEMBERS: XXXXXXXX XXXX CORPORATION
By: /s/Xxxxx X. Tanning
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Name: Xxxxx Tanning
Title: President
WINSOFT CORPORATION
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By: /s/Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
XXXXXXX ENTERPRISES, INC.
By: /s/Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: President
PRINCIPALS:
/s/Xxxxxxx X. Xxxxxx
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Xxxxxxx Xxxxxx
/s/Xxxxx Tanning
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Xxxxx Tanning
/s/Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/Xxxx Xxxxxxx
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Xxxx Xxxxxxx
EXISTING PURCHASERS: AEA TANNING INVESTORS INC.
By: /s/Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
TTC INVESTORS I LLC
By AEA Tanning Investors Inc.,
its managing member
By: /s/Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
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TTC INVESTORS II LLC
By AEA Tanning Investors Inc.,
its managing member
By: /s/Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
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