STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (the “Stock Purchase Agreement”), is dated as of this
14th day of December, 2009, between Intelligent Choices of America, a Nevada
corporation and The Children’s Internet Holding Company, LLC, a Delaware limited
liability company as the purchasers (collectively, the “Purchasers”) and The
Children’s Internet, Inc., a Nevada a publicly traded (CITC) corporation (the
“Company”) as the seller.
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WHEREAS,
the Purchasers desire to acquire 5,000,000 million shares each of Common Stock
of the Company for the consideration of $250,000 each ($500,000 total,
collectively the “Purchase Price”), which is equal to $0.05 per share;
and
WHEREAS,
the Company desires to sell 10,000,000 shares of the Company’s Common Stock to
the Purchasers for the Purchase Price; and
NOW,
THEREFORE, in consideration of the premises and of the mutual representations,
warranties, and covenants herein contained, the parties hereby agree as
follows:
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1.
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Subscription:
Subject to the terms and conditions hereof, the Purchasers hereby
irrevocably subscribe for 10,000,000 shares (“Shares”) of Common Stock for
the consideration set forth herein.
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2.
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Purchase
Price: The Purchase Price to be paid by the Purchasers to the Company for
the Shares shall be collectively Five Hundred Thousand Dollars ($500,000)
in cash.
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3.
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Closing:
The Closing of the purchase and sale of the Shares shall be on or before
March 26, 2010, at which time the Purchasers shall deliver the Purchase
Price to the Company and the Company shall deliver the Shares to the
Purchasers .
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4.
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Representations
and Warranties of The Company:
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(a)
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The
Shares to be delivered to the Purchasers will be duly authorized, validly
issued and outstanding, fully paid and non-assessable, and will not be
subject to any unpaid transfer tax or other
taxes.
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(b)
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All
documents and other papers, if any, delivered by the Company in connection
with this Agreement are true, complete, and authentic. No representation,
warranty, covenant, or agreement of the Company contained in this
Agreement or in connection with this transaction contains an untrue
statement of material fact or omits to state a material fact required to
be stated or necessary to make the statements made, in the context in
which made, not false and
misleading.
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(c)
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The
Company has all right and authority to execute this Agreement, and this
Agreement is valid and binding agreement of the Company enforceable
against the Company in accordance with its terms and conditions, except as
affected by bankruptcy, or other similar creditors’ rights generally, or
by court applied equitable
remedies.
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5.
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Representations
and Warranties of the Purchasers:
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(a)
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The
Purchasers, and each of them, have all rights and authority to make such
an investment in the Shares and is/are an “Accredited Investor” as such
term is defined under the Securities Act of 1933, as
amended.
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(b)
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The
Purchasers, and each of them, have all right and authority to execute
this Agreement and this Agreement is a binding Agreement of
Purchasers, and each of them, enforceable against Purchasers, and each of
them, in accordance with its terms except as affected by bankruptcy or
similar laws affecting creditors’ rights generally, or by court applied
equitable remedies.
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6.
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Survival.
All representations, warranties, and covenants contained in this Agreement
shall survive the termination of this
Agreement.
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7.
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Applicable
Law: It is the intention of all of the parties hereto that the internal
laws, and not the laws of conflicts, of the State of California shall
govern the enforceability and the validity of this Agreement, and that
venue shall lie in the State of California in the event of any lawsuit or
other action to enforce the rights of the parties
hereto.
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8.
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Attorneys
Fees: The prevailing party shall be entitled to all attorneys fees and
court costs in the event legal action is required to enforce any parties
rights pursuant to this Agreement.
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9.
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Entire
Agreement: This Agreement represents the entire agreement between the
parties hereto and any other agreement between the parties hereto, whether
verbal or in writing, to the extent any such agreement conflicts with
this Agreement, shall be deemed null and
void.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
“PURCHASERS”
THE
CHILDREN’S INTERNET HOLDING COMPANY
By: /s/ Xxxxxxx X. Xxxxx
III
_____________________
Xxxxxxx
X. Xxxxx III
Managing
Member
INTELLIGENT
CHOICES OF AMERICA, INC.
By: /s/ Xxxxx
Xxxxxxxxx
___________________
Xxxxx
Xxxxxxxxx
President
“THE
COMPANY”
THE
CHILDREN’S INTERNET, INC.
By: /s/ Xxxxxxx X. Xxxxx
XX
_____________________
Xxxxxxx
X. Xxxxx III
Chief
Executive Officer and Chairman
