STOCK PURCHASE AGREEMENT
Agreement entered into on November 1st, 2000, by and between Xxxxx Xxxxxxx
acting for his client, (the "Seller"), and International Bible Games, Inc.,
(the "Buyer"). The Buyer and the Seller are referred to collectively herein
as the "Parties."
This Agreement contemplates a transaction in which the Buyer will purchase
from the Seller, and the Seller will sell to the Buyer, 30,000,000 shares of
the Common Stock ("Stock") of Para Mas Internet, Inc. ("Company"), a Nevada
company, for $430,000 in cash to be paid at Closing. Both parties agree that
10,000,000 of those shares shall be cancelled at the closing.
Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties and
covenants contained, the Parties agree as follows:
1. Purchase and Sale. Subject to the terms and conditions hereof the Buyer
hereby irrevocably agrees to purchase and the Seller agrees to sell
30,000,000 shares of the Stock in consideration for $ 430,000 in cash.
2. Representations and Warranties of the Seller. The Seller hereby represents
and warrants that the Stock is free of all claims, liens and encumbrances.
3. Representations and Warranties of the Buyer. The Buyer hereby represents
and warrants to and covenants with the Seller and to each officer, director,
principal, controlling person, employee and agent of the Seller that:
(a) The Buyer has adequate means of providing for the Buyer's current needs
and possible personal contingencies, and the Buyer has no need now, and
anticipates no need in the foreseeable future, to sell the Stock which
the Buyer hereby purchases. The Buyer is able to bear the economic
risks of this investment, and consequently, without limiting the
generality of the foregoing, the Buyer is able to hold the Buyer's
Stock for an indefinite period of time and has a sufficient net worth
to sustain a loss of the Buyer's entire investment in the Stock in the
event such loss should occur.
(b) The Buyer meets either of the two requirements set forth below:
(i) The Buyer is an accredited investor under the requirements of Rule
501 of Regulation D under the Securities Act of 1933 (the "1933
Act"); or
(ii) The Buyer has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and
risks of an investment in the Stock.
(c) The Buyer recognizes that the Buyer's investment in the Stock involves
a high degree of risk, which may result in the loss of the total amount
of the Buyer's investment. The Buyer acknowledges that the Buyer has
carefully considered all risks incident to the purchase of the Stock
through his due diligence on the Company and that the Buyer has been
advised and is fully aware that the business of the Company is highly
speculative and involves a high degree of risk.
(d) The Buyer is acquiring the Stock for the Buyer's own account (as
principal) and not with a view towards distribution.
(e) The Buyer has received and read a copy of the 15c211, the latest
audited financial statements of the Company, the filings of the Company
with the Securities and Exchange Commission and other relevant
corporate documents of the Company, has had the opportunity to obtain
any additional information necessary to verify the accuracy of the
information contained in such documents and to evaluate the merits and
risks of the investment, and has been given the opportunity to meet
with officials of the Company and to have said officials answer any
questions regarding the information provided to Buyer and the terms and
conditions of this particular investment, and all such questions have
been answered to the Buyer's full satisfaction. In reaching the
conclusion that the Buyer desires to acquire the Stock, the Buyer has
carefully evaluated the Buyer's financial resources and investments
and acknowledges that the Buyer is able to bear the economic risks of
this investment.
(f) The Buyer has received no representations or warranties of any kind
from the Seller, its affiliates or their employees or agents to induce
Buyer to purchase the Stock. In making the Buyer's decision to
subscribe for the Stock, the Buyer has relied solely upon the Buyer's
review of such documents and independent investigations made by him.
(g) The information contained on the signature page hereof is true and
correct.
(h) The Buyer will provide to the Seller such information as may be
reasonably requested by the Seller to enable it to satisfy itself as to
the knowledge and experience of the Buyer and the Buyer's ability to
bear the economic risk of an investment in the Stock.
4. Indemnification. The Buyer acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants set
forth in this Stock Purchase Agreement, and that the Seller has relied and
will rely upon such representations,warranties,covenants and certifications,
and the Buyer hereby agrees to indemnify and hold harmless the Seller and
its respective officers, directors, principals, controlling persons,
employees and agents, from and against any and all loss, damage or
liability, joint or several, and any action in respect thereof, to which
any such person may become subject due to or arising out of a breach of any
such representation, warranty or covenant or the inaccuracy of such
certifications. Notwithstanding the foregoing, however, no representation,
warranty, acknowledgment, or agreement made herein by the Buyer shall in
any manner be deemed to constitute a waiver of any rights granted to him
under federal or state securities laws. All representations, warranties,
covenants and certifications contained in this Stock Purchase Agreement and
indemnification contained in this Section 4 shall survive the closing of
the transaction as contemplated by this Agreement.
5. Survival. All representations, warranties, covenants and certifications
contained in this Stock Purchase Agreement, and the indemnification
contained in Section 4 hereof shall survive the closing of the transaction
contemplated by this Agreement. The Buyer acknowledges and agrees that this
Stock Purchase Agreement shall survive (a) changes which are not material
in the transactions, documents and instruments provided to him by the
Seller and the Company, and (b) the death or disability of the Buyer.
6. Assignment. This Agreement is not assignable by the Buyer without prior
written consent of the Seller. Any attempted assignment without such
consent shall be void.
7. Termination. Except as set forth in the following sentence, this Agreement
may not be canceled, terminated or revoked by the Buyer.
8. Closing. The closing of the transaction contemplated hereby shall take
place at the offices of Xxxxx Xxxxxxx, Esq. at 0000 Xxxxxx, Xxxxx 000, Xxx
Xxxxx, XX 00000 on October 27, 2000. At Closing, Buyer shall deliver cash
by wire transfer, or by cashier's check, against the delivery of the stock
certificates representing the shares being sold by the Seller, duly
endorsed for transfer.
9. Escrow. Upon execution of this Agreement, Seller shall deliver the Stock,
duly endorsed for transfer to Xxxxx Xxxxxxx, Esq. ("Escrow Agent") to be
held according to an Escrow Agreement. Upon the settlement ("Settlement")
of the purchase of all of the unlegended shares of Para Mas Internet, Inc.
held in Canadian brokerage accounts by certain shareholders, Escrow Agent
shall release all the Stock certificates to Buyer. In the event the
Settlement does not take place by October 27, 2000, Escrow Agent shall
return the Stock to the Buyer and this Agreement shall be null and void.
10.Notices. All notices and other communication hereunder shall be delivered
or mailed to the Buyer at the Buyer's address listed on the signature page
hereof, or to the Seller at the address set forth at the signature page
hereof, or to such other address of either party furnished by notice given
in accordance with this paragraph.
11.Governing Law. This Stock Purchase Agreement shall be construed in
accordance with and governed in all respects by the laws of the State of
California. Any and all disputes and controversies of every kind and nature
between the parties hereto arising out of or relating to this Agreement
relating to the existence, construction, validity, interpretation or
meaning, performance, non-performance, enforcement, operation, breach,
continuance or termination thereof shall be subject to an arbitration
mutually agreeable to the parties or, in the absence of such mutual
agreement, then subject to arbitration in accordance with the rules of the
American Arbitration Association. It is the intent of the parties hereto
and the purpose of this provision to make the submission to arbitration of
any dispute or controversy arising thereunder an express condition
precedent to any legal or equitable action or proceeding of any nature
whatsoever.
IN WITNESS WHEREOF, the Buyer and the Seller have executed this Agreement as
of the th day of October, 2000.
BUYER:
Name: Xxxxx X. Xxxxxxx acting for his client
Title:
Address: 0000 X. Xxxxxx #000, Xxx Xxxxx, Xx
SELLER:
