STOCK PURCHASE AGREEMENT
AGREEMENT made as of January 31, 1998 between Entelechy, Inc., 0000 Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, (the "Company"), Xxxxxxx
Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxxx, Xxxx X. Xxx, Xxxxxxxxx X. Xxxxx, III,
Xxxxxx Xxxxx, Xxxx Xxxxxx and Xxxxx Xxxxx (collectively, the "Selling
Shareholders") and Internet Broadcasting System, Inc. (d/b/a IBS Interactive,
Inc.) a Delaware Corporation with its main office located at 0 Xxxxxxxxx Xxxxxx,
Xxxxx Xxxxxx, Xxx Xxxxxx 00000 ("Purchaser").
Recitals
Whereas, the Selling Shareholders own all of the issued and outstanding
shares 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 two hundred and
twenty seven (227) shares of IBS common stock, no par value (the "IBS
Shares") as follows:
a. Contemporaneously with the execution of this Agreement by all of the
parties hereto, IBS will issue and deliver 120.5 IBS Shares as
directed by the Selling Shareholders, and the Selling Shareholders
shall assign and deliver to IBS the respective certificates
representing their ownership of all of the issued and outstanding
common stock of the Company.
b. The remainder of the IBS Shares (approximately forty seven percent
(47%)) shall be transferred to those Selling Shareholders who enter
into employment agreements with IBS pro-rata over a three (3) year
period as more fully set forth in such employees' respective
employment agreements with IBS. For a period of three (3) years from
the date set forth above, on each anniversary thereof, one twelfth of
the remaining 106.5 (pre-IPO shares) IBS shares (the "Reserved
Shares") to be exchanged in the transaction contemplated hereby shall
be issued by IBS to each respective Selling Shareholder, if any, who
has entered into an employment agreement with IBS, and who has been
and is employed by IBS continuously through such anniversary date
pursuant to such employment agreement. In the event that such Selling
Shareholder has not been in the continuous full time employment of IBS
at any
time from the date first set forth above through any such anniversary
date, such Selling Shareholder shall have no right to receive, and lBS
shall have no obligation or duty to issue, any Reserved Shares or
other capital stock of IBS on such anniversary date to such Selling
Shareholder
2. The Selling Shareholders each agrees that their lBS Shares, including the
Reserved Shares, will be subject to the same dilution as lBS' existing
shareholders in the event of any public or private offerings by lBS of any
of its securities in the future.
3. The parties respectively represent and warrant that, all action on the
part of the Company and lBS, 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, lBS 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, lBS and each of the Selling
Shareholders, enforceable in accordance with its terms
INTERNET BROADCASTING SYSTEM, INC.
(d/b/a IBS INTERACTIVE, INC.)
By: /s/ Xxxxxxxx Xxxxxxxx, Xx.
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Xxxxxxxx Xxxxxxxx, Xx.,
President
ENTELECHY, INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Title: President
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxx X. Xxx
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Xxxx X. Xxx
/s/ Xxx Xxxxxxxxxx
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Xxx Xxxxxxxxxx
/s/ Xxxxxxxxx X. Xxxxx, III
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Xxxxxxxxx X. Xxxxx, III
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
