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EXHIBIT 2.3
STOCK EXCHANGE AGREEMENT
THIS AGREEMENT is made this 7th day of March, 2000, between Rain
Acquisition Corp., a Delaware corporation (the "Purchaser"), and Vani Kola
("Kola"), a shareholder of RightWorks Corporation, a California corporation (the
"Company"), as an element of the plan of reorganization (the "Plan") described
in the Recapitalization and Exchange Offer Agreement and Plan of Reorganization
dated as of the date hereof by and among Internet Capital Group, Inc.
("Parent"), the Purchaser and the Company (the "Reorganization Agreement").
Capitalized terms not otherwise defined herein shall be used herein with the
meaning ascribed thereto in the Reorganization Agreement.
1. Sale of Stock. Pursuant to and as an element of the Plan, Kola hereby
agrees to transfer to the Purchaser, subject to the condition described below, a
number of vested shares of Company Common Stock (the "Shares") equal to the Top-
Up Number (as defined below) in exchange for a number of shares of Parent Common
Stock (the "Parent Shares") equal to the quotient of (i) the product of (A) the
Top-Up Number multiplied by (B) 80% of the Per Share Value divided by (ii) the
Trading Price. The "Top-Up Number" equals that number of share of Company Common
Stock as is necessary to cause, in conjunction with the issuance of Series B
Preferred Stock pursuant to the Stock Purchase Agreement dated as of the date
hereof by and between the Purchaser and the Company, the Minimum Condition to be
satisfied. Kola's obligation to sell the Shares hereunder shall be conditioned
upon the satisfaction or waiver of all of the conditions to each of the
Company's and Parent's obligation to consummate the transactions contemplated by
the Reorganization Agreement, and the consummation of the transaction
contemplated hereby will occur concurrently with the Closing under the
Reorganization Agreement.
2. Payment of Consideration. The consideration to be paid in exchange for
the Shares may be paid by delivery to Kola at the Closing Date of the Parent
Shares. Parent agrees to use commercially reasonable efforts to issue the Parent
Shares to Kola pursuant to the Registration Statement, and Kola will otherwise
be entitled, with respect to the Parent Shares, to the benefits accorded the
holders of shares of Parent Common Stock issuable in connection with the Offer.
3. Issuance of Shares. Upon receipt by Kola of a certificate evidencing
the Parent Shares, Kola shall deliver to the Purchaser duly executed
certificates evidencing the Shares.
4. Representations and Warranties of Kola. Kola represents and warrants
that she (a) is the beneficial owner of the Shares, free and clear of any liens,
claims, options, rights of first refusal, co-sale rights, charges or other
encumbrances; and (b) has full power and authority to make, enter into and carry
out the terms of this Agreement.
5. General Provisions.
(a) This Agreement shall be governed by the internal laws of the
State of California. This Agreement represents the entire agreement between the
parties with respect to the
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purchase of Common Stock by the Purchaser, may only be modified or amended in
writing signed by both parties.
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(b) The rights and obligations of the parties under this Agreement
may only be assigned with the prior written consent of the other party.
(c) Either party's failure to enforce any provision or provisions of
this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each
and every other provision of this Agreement. The rights granted both parties
herein are cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the circumstances.
(d) Each of the parties hereto recognizes and acknowledges that a
breach by it of any covenants or agreements contained in this Agreement will
cause the other party to sustain damages for which it would not have an adequate
remedy at law for money damages, and therefore each of the parties hereto agree
that in the event of any such breach the aggrieved party shall be entitled
(without the necessity of the posting of any bond or similar requirement) to the
remedy of specific performance of such covenants and agreements and injunctive
and other equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
(e) In the event that the Reorganization Agreement terminates prior
to the Closing, this Agreement will automatically terminate simultaneously.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first set forth above.
KOLA: PURCHASER:
Rain Acquisition Corp.,
a Delaware corporation
/s/ Vani Kola By: /s/ Henry M. Nassau
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Vani Kola Name: Henry M. Nassau
Title: Managing Director
