THE CHILDREN’S INTERNET, INC. AMENDMENT NO. 2 TO THE DEFINITIVE STOCK PURCHASE AGREEMENT
Exhibit
1.1
THE
CHILDREN’S INTERNET, INC.
AMENDMENT
NO. 2 TO
This
Amendment No. 2 To The Definitive Stock Purchase Agreement (this
“Amendment”)
is
made and entered into as of February 6, 2008, by and among The
Children’s Internet, Inc.,
a
Nevada corporation (the “Company”),
Shadrack
Films, Inc.,
a
California corporation (“Shadrack”),
The
Children’s Internet Holding Company, LLC,
a
Delaware limited liability company (“Purchaser”),
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
(“▇▇▇▇▇”),
and
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”).
Any
capitalized terms not defined herein shall have the same meanings given to
them
in the Original Agreement (as defined below).
RECITALS
WHEREAS,
the parties entered into that certain Definitive Stock Purchase Agreement,
dated
as of October 19, 2007, by and among the Company, Shadrack, Purchaser, and
solely with respect to Section 7.1(k) thereof, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ (the
“Original
Agreement”),
as
amended by Amendment No. 1 to the Original Agreement on December 6, 2007 (the
“Agreement”).
WHEREAS,
the parties desire to amend certain termination provisions of the Agreement
as
set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration for the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree
as
follows:
1. Amendment.
Section
9.1(b) of the Agreement is amended and restated in its entirety as
follows:
“(b) Either
party may terminate this agreement if the Closing shall not have occurred on
or
before February 29, 2008 (unless the failure to close by such date shall be
due
to the action or failure to act of the party seeking to
terminate).”
2. Miscellaneous.
a. Effect
on Agreement. Except
as
amended hereby, the Agreement shall remain in full force and
effect.
b. Waiver
of Right to Terminate. Each
party hereby waives any right to terminate the Agreement that may have arisen
due to the lapsing of the January 31, 2008 date prior to the effective date
of
this Amendment.
c. Further
Instruments.
The
parties agree to execute such further instruments and to take such further
action as may reasonably be necessary to carry out the intent of this
Amendment.
d. Notice.
All
notices and communications required or permitted hereunder shall be given as
set
forth in the Original Agreement.
e. Applicable
Law; Entire Agreement.
This
Amendment shall be governed by and construed in accordance with the laws of
the
State of California as it applies to agreements between California residents,
entered into and to be performed entirely within California. This Amendment
constitutes the entire agreement of the parties with respect to the subject
matter hereof superseding all prior written or oral agreements.
f. Severability.
If any
provision of this Amendment is held by a court to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full
force and effect without being impaired or invalidated in any way and shall
be
construed in accordance with the purposes and tenor and effect of this
Amendment.
g. Counterparts.
This
Amendment may be executed in counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties hereto have executed this Amendment as of the date first written
above.
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Company:
The
Children’s Internet, Inc.
Signature:
/s/
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Print
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Chairman
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Purchaser:
The
Children’s Internet Holding Company, LLC
Signature:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Print
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title:
Managing Member
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Shadrack:
Shadrack
Films, Inc.
Signature:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Print
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
President
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▇▇▇▇▇▇▇▇:
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Signature:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, III
Signature:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
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