STOCK PURCHASE AGREEMENT
AGREEMENT made as of April 1, 1996 between Interactive Networks, Inc., 000
Xxxx 00Xx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, (the "Company"), Xxxxx Xxxxxxx,
Xx., and Xxxxx Xxxxxxx, Xx., (collectively, the "Selling Shareholders") and
Internet Broadcasting System, Inc. (d/b/a IBS Interactive, Inc.) a Delaware
Corporation with its main office located at 000 Xxxx Xxx., Xxxxxxx, Xxx Xxxxxx
00000 ("Purchaser").
Recitals
Whereas, the Selling Shareholders own all of the issued and outstanding
share of the capital stock of the Company.
Whereas, Purchaser desires to purchase from the Selling Shareholders, and
the Seller Shareholders desire to sell to Purchaser, in an exchange of shares,
all of their issued and outstanding capital stock of the Company;
It is therefore agreed that
1. As consideration for all of the issued and outstanding capital stock of the
Company IBS shall issue to the Selling Shareholders three hundred and nine
(309) shares of IBS common stock, no par value (the "IBS Share").
2. Contemporaneously with the execution of this Agreement by all of the
parties hereto, IBS shall issue the IBS Shares to the Selling Shareholders,
and the Selling Shareholders shall assign all of their respective Company
capital stock to IBS.
3. The parties respectively represent and warrant that, all action on the part
of the Company and IBS, and their respective officers, directors and
stockholders, and the Selling Shareholders, necessary for the authorization
of this Agreement, the performance of all of the respective obligations of
the Company, IBS and the Selling Shareholders hereunder, and the exchange
and delivery of the Selling Shareholder's shares and the IBS Shares, has
been or will be taken. This Agreement, when executed and delivered, will be
the valid and binding obligation of, respectively, the Company, IBS and
each of the Selling Shareholders, enforceable in accordance with its terms.
INTERNET BROADCASTING SYSTEM, INC. INTERACTIVE NETWORKS, INC.
(d/b/a IBS INTERACTIVE, INC.)
By: /s/ Xxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxx Xxxxxxx, Xx.
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Xxxxxxxx Xxxxxxxx, Xx. Xxxxx Xxxxxxx, Xx.
President President
/s/ Xxxxx Xxxxxxx, Xx.
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Xxxxx Xxxxxxx, Xx.
