Exhibit 10.29
AGREEMENT
Agreement dated March 15, 2000 by and among eB2B Commerce, Inc., a
Delaware corporation ("eCom"), and DynamicWeb Enterprises, Inc., a New Jersey
corporation (the "Company").
WHEREAS, the parties have entered into an Agreement and Plan of Merger
dated December 1, 1999, as amended as of February 29, 2000 (as such agreement
may be further amended, modified, supplemented or restated, the "Merger
Agreement");
WHEREAS, the parties have entered into a Loan Agreement dated November
12, 1999, as amended November 19, 1999 and as of February 29, 2000 (as such
agreement may be further amended, modified, supplemented or restated, the "Loan
Agreement");
WHEREAS, the parties have entered into a Warrant Agreement dated as of
November 12, 1999 (as such agreement may be amended, modified, supplemented or
restated, the "Warrant Agreement"), pursuant to which the Company has issued to
eCom warrants ("Warrants") to purchase an aggregate of 7,500,000 shares of
common stock of the Company; and
WHEREAS, the parties desire to memorialize and clarify certain
understandings and agreements between the parties which are not currently set
forth clearly in writing within the foregoing agreements and instruments.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereby agree as follows:
1. Condition to Exercise of Warrants. The parties hereby agree, and
hereby acknowledge that it has been their intention and understanding at all
times since the execution of the Warrant Agreement, that the Warrants have been
and are exercisable at any time from the issuance thereof until the earlier of
the Maturity Date (as defined in the Loan Agreement) or the closing of the
merger contemplated by the Merger Agreement, but only in the event that: (i) the
Merger Agreement is terminated pursuant to Section 8.1.1, 8.1.2 or 8.1.3
thereof, (ii) if the Company otherwise withdraws from or terminates the Merger
Agreement or (iii) if the Company is deemed by eCom to have otherwise withdrawn
from or terminated the Merger Agreement due to the Board of Directors of the
Company passing a resolution that would propose to eCom any material
modifications to the terms of the Merger Agreement (except if the failure to
pass such resolution would violate or breach any fiduciary duty owed to the
Company) or any other agreement executed and delivered by the parties pursuant
to or in connection with the Merger Agreement prior to the Effective Time (as
defined in the Merger Agreement).
2. Amendments. To the extent that the terms hereof are inconsistent
with any terms of the Merger Agreement, the Loan Agreement, the Warrant
Agreement, the Warrants or any other agreement or instrument between the
parties, the terms of this Agreement shall supersede such inconsistent terms. If
requested by eCom, the Company shall deliver to eCom new warrant certificates
evidencing the terms set forth herein, upon receipt by the Company of the
original warrant certificates for cancellation.
3. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. This Agreement may be
executed in any number of counterparts and each counterpart shall constitute an
original instrument, but all such separate counterparts shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
eB2B COMMERCE, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
DYNAMICWEB ENTERPRISES, INC.
By: /s/ Xxxxxx Xxxxxxxxxx, Xx.
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Name: Xxxxxx Xxxxxxxxxx, Xx.
Title: Chief Executive Officer