Exhibit 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 14th day of August 1996, by and among INTERNATIONAL SPORTS MARKETING, INC.,
a Pennsylvania corporation ("ISM"), XXXXX XXXXXX, XX., XXXXXX X. XXXXXX, XXXXXXX
X. XXXXXXX, XXXXX X. XXXXXX, XXXXXXX X. XXXXXXXX and XXXX X. XXXXXXX (each a
"Stockholder" and collectively, the "Stockholders"), who are all of the
stockholders of ISM, and ALLIN COMMUNICATIONS CORPORATION, a Delaware
corporation ("Buyer").
RECITALS
A. The Stockholders own all of the issued and outstanding shares of
capital stock of ISM (the "Shares").
B. The Stockholders desire to sell, transfer and assign to Buyer, and
Buyer desires to purchase from the Stockholders, all of the Shares, on the terms
and conditions hereinafter set forth.
COVENANTS
In consideration of the mutual representations, warranties and covenants
and subject to the conditions herein contained, the parties hereto, intending to
be legally bound hereby, agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.1 Shares. At the Closing (as defined in Section 3.1), each Stockholder
shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall
purchase from each Stockholder, free and clear of all liens, mortgages, pledges,
security interests, claims, assessments, restrictions, encumbrances and charges
of every kind (collectively, "Liens"), on the terms and subject to the
conditions set forth in this Agreement, the number of Shares set forth opposite
the name of such Stockholder on Schedule 4.3.
ARTICLE II
PURCHASE PRICE
2.1 Purchase Price. As consideration for the Shares, Buyer shall, subject
to and upon the terms and conditions set forth in this Agreement, make the
following payments.
2.1.1 Cash Payment to be Made at Closing. Buyer shall pay for the Shares
for a cash purchase price of Twenty Two Thousand Eight Hundred Dollars ($22,800)
per
