THE CHILDREN’S INTERNET, INC. DEFINITIVE STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 25th, 2007 • Childrens Internet Inc • Services-prepackaged software • California
This Definitive Stock Purchase Agreement (this “Agreement”) is made and entered into as of October 19, 2007, by and between The Children’s Internet, Inc., a Nevada corporation (the “Company”), Shadrack Films, Inc., a California corporation (“Shadrack” and, together with the Company, the “Sellers) and The Children’s Internet Holding Company, LLC, a Delaware limited liability company (“Purchaser”) and, solely for purposes of Section 7.1(k) hereof, Richard J. Lewis (“Lewis”) and Sholeh Hamedani (“Hamedani”) .
Exhibit A to Definitive Stock Purchase Agreement ASSIGNMENT AND ROYALTY AGREEMENT October 19, 2007Assignment and Royalty Agreement • October 25th, 2007 • Childrens Internet Inc • Services-prepackaged software • California
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Two Dog Net, Inc., a Utah corporation (“Transferor”) does hereby sell, convey, assign, transfer, vest and deliver to The Childrens Internet, Inc., a Nevada corporation (the “Company”), its successors and assigns, any and all of its rights, title, and interest in and to the assets as described in Appendix I hereto (the “Assets”), (the “Assignment and Transfer”). The Assignment and Transfer shall be effective as of the closing date (the “Closing Date”) set forth in that certain Definitive Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) without any further action by either party. This Agreement shall terminate and be void and of no legal effect in the event of termination of the Purchase Agreement in accordance with its terms prior to the Closing Date. The Company shall take no action perfecting the Assets transferred hereby until after the Closing Date.
