EXHIBIT 10.25
STOCK ISSUANCE AGREEMENT
STOCK ISSUANCE AGREEMENT (the "Agreement") dated as of August 26, 1996
among I-View Software, Inc., a corporation organized under the laws of the State
of Florida, whose principal place of business is at 000 X. Xxxx Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxxx 00000 (the "Company"), Xxxxx Xxxx, ("Xxxx"), and
Xxxxxxx Xxxxxxx ("Xxxxxxx").
RECITALS:
X. Xxxx is the sole director of the Company and owns 2,469,048 shares of
the Company's common stock, par value $.001 per share ("Common Stock"),
representing approximately 88 percent of the issued and outstanding Common
Stock;
B. The Company is an on-line computer services company that offers
subscription services through Bulletin Board Systems ("BBS");
X. Xxxxxxx is, and since the inception of the Company has been, the
primary source of the Company's computer and technical expertise and has, among
other things, established the Company's computer infrastructure and integrated
the software platform upon which the Company's services operate; and
X. Xxxx desires that Xxxxxxx join him as co-founder of the Company and
Xxxxxxx is willing to do so pursuant to the terms and conditions set forth in
this Agreement.
The parties agree as follows:
1. STOCK ISSUANCE. The Company shall issue such number of shares ("Xxxxxxx
Shares") of Common Stock to Xxxxxxx such that Xxxxxxx shall have a percentage
interest in the Common Stock equal to Xxxx. There are presently 5,000,000 shares
of Common Stock authorized for issuance by the Company. The Company shall
increase the authorized shares of Common Stock to a number sufficient to permit
the issuance of the Xxxxxxx Shares and, subject to Section 3 hereof, promptly
thereafter issue the Xxxxxxx Shares to Xxxxxxx.
2. CONSIDERATION FOR ISSUANCE. The Xxxxxxx Shares shall be issued by Xxxxxxx for
his efforts and initiative in founding and organizing the Company's BBS
business. Accordingly, no cash consideration shall be due from Xxxxxxx for the
Xxxxxxx Shares. Notwithstanding the foregoing, upon issuance, the Xxxxxxx Stock
shall be deemed fully paid and non-assessable.
3. MEANS OF ISSUANCE. If agreed to by the parties, the Xxxxxxx Shares may be
issued to Xxxxxxx as part of an Agreement and Plan of Merger between the Company
and Xxxxxxx Technologies, Inc.
4. HEADINGS. The descriptive headings in the sections of this Agreement are
inserted for convenience of reference only and shall not control or affect the
meaning or construction of any of the provisions hereof.
5. SEVERABILITY. If any provision of this Agreement is held by a court or
regulatory body of competent jurisdiction to be invalid, illegal or
unenforceable, such provision shall be severed and the remaining provisions
hereof shall be enforced to the extent possible or modified in such a way as to
make it enforceable, and the invalidity, illegality or unenforceability thereof
shall not affect the validity, legality or enforceability of the remaining
provisions of this Agreement.
6. MODIFICATION; AMENDMENT. No modification or amendment of this Agreement shall
be valid unless the same shall be in writing executed by the parties hereto.
7. GOVERNING LAW AND FORUM SELECTION. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without regard to
the conflict of laws provisions thereof. Each party hereby irrevocably and
unconditionally submits to the exclusive jurisdiction of the state courts of the
State of Florida, sitting in Broward County, and the Federal courts of the
Southern District of Florida. Each party irrevocably and unconditionally waives:
(a) any objection which it may now or hereafter have to venue in any such court;
and (b) any claim that any action or proceeding brought in such court has been
brought in an inconvenient or improper forum.
8. BINDING EFFECT; COMPLETE AGREEMENT. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. This Agreement
constitutes the entire agreement among the parties hereto and supersede all
prior agreements and understandings, oral or written, among the parties hereto
with respect to the subject matter hereof.
9. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
10. ATTORNEYS' FEES. If any legal action, including an action for declaratory
relief, is brought to enforce any provision of this Agreement, the prevailing
party or parties, as the case may be, shall be entitled to recover his, its or
their respective reasonable attorneys' fees from non-prevailing party or
parties, as the case may be. These fees, which may be set by the court in the
same action or in a separate action brought for that purpose, are in addition to
any other relief to which any prevailing party may be entitled.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
I-VIEW SOFTWARE, INC.
By: /s/ XXXXX XXXX /s/ XXXXX XXXX
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Name: XXXXX XXXX Xxxxx Xxxx
Title: CHAIRMAN
/s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
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