PURCHASE AGREEMENT
Exhibit
10.1
PURCHASE
AGREEMENT by and between ChinaCNTV (an entity legally organized under the Law of
China) (hereinafter sometimes referred to as "Seller") and XXXXXXXX.xxx Group
Ltd. a Hong Kong registered corporation (hereinafter sometimes referred to as
"Buyer").
WHEREAS, the management of
Seller and Buyer deem it advisable for the mutual benefit of Seller
and Buyer and their respective shareholders that the exclusive rights to
construct and operate the only Shopping Portal under Xxxxxxxxx.xxx as well as
the on location franchise stores in China and a membership structure, both
designed to support the Shopping Portal (the “Project”) of the Seller be
acquired by Buyer (the "Acquisition"), and have approved this
Purchase Agreement and Plan of Acquisition (the "Agreement");
NOW
THEREFORE, in consideration of the mutual covenants, agreements, representations
and warranties contained herein, and for the purpose of setting forth certain
terms and conditions of the Acquisition and the method of carrying the same into
effect, Seller and Buyer agree as follows:
ARTICLE
1
ACQUISITION
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1.
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Agreement
to Buy and Sell. Seller agrees to sell and Buyer agrees to buy
the exclusive right to construct and operate the only ChinaCNTV Business
Community Network Channel within which will consist of the only Shopping
Portal allowed within the Xxxxxxxxx.xxx portal as well as the on location
franchise stores in China and a membership structure, both designed to
support the Shopping Portal (the
“Project”).
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The
Seller would provide all, but not limited to, the following technological and
operational support to the Buyer to enhance the operational competitiveness of
ChinaCNTV Business community Network Channel:
· Global
IP Video Telecommunication System;
· Global
IP Video On Demand System;
· Global
Point to Point Video Surveillance System;
· Global
Video Conferencing;
· Global
IP Video Stream Broadcasting System;
· Global
Call Center;
· Online
Third Party Payment System;
· 3D
Animation Exhibition System;
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· Online
Third Party Payment System;
· IP-VPN
Service;
· GPSONE
Service;
· Terminal
for 3G Mobility and other Wireless Connection Services.
2. The
Seller will ensure that the Buyer will be able to operate ChinaCNTV Business
Community Network Channel with a Reward oriented Membership system.
3. The
Buyer will launch ChinaCNTV Business Community Network Channel through
XxxxxXXXX.xxx on or before Sept. 30, 2010. The Buyer has right to
terminate this Agreement at any time prior to Sept. 30, 2010 without notice and
without penalty. This termination clause is at the option of the
Buyer and is subject to the Buyer’s sole discretion.
4. The
Buyer undertakes to promote XxxxxXXXX.xxx worldwide and agrees to ensure that
all ChinaCNTV Business Community Network Members will automatically become
member of XxxxxXXXX.xxx.
5. The
Buyer agrees to become the agent for XxxxxXXXX.xxx outside of China and will
assist XxxxxXXXX.xxx in developing its market globally.
6. The
Buyer will assist XxxxxXXXX.xxx to seek equity funding and technical innovative
supports outside of China.
ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF BUYER
Buyer,
represents and warrants to, and agrees with Seller as follows:
1. Organization
and Good Standing. Buyer is a duly incorporated and validly existing
corporation in good standing under the Laws of Seychelles, with all requisite
power and authority (corporate and other) to own its properties and conduct
business.
2. Authorization;
Binding
Agreement. Buyer has the requisite power and
authority to execute and deliver
this Agreement and to carry out the transactions contemplated hereby.
This Agreement has been duly and validly authorized, executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer in accordance with
its terms.
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3.
Litigation. As of the date hereof, there are no claims, actions,
proceedings, or investigations pending or, to the best knowledge of Buyer,
threatened against Buyer or to the best of Buyer's knowledge, pending or
threatened against any subsidiary company, partnership, employee, consultant,
director, officer or shareholder, in his or its capacity as such, before any
court or governmental or regulatory authority or body which, if decided
adversely, could materially and adversely affect the financial condition,
business, prospects or operations of Buyer or its subsidiaries or
partnership(s). As of the date hereof, neither Buyer nor any of its property is
subject to any order, judgment, injunction or decree, which materially and
adversely affects the financial condition, business, prospects or operations of
Buyer.
ARTICLE
3
REPRESENTATIONS,
WARRANTIES AND AGREEMENTS OF SELLER
Seller
represents and warrants to and agrees with Buyer as follows:
1. Organization
and Good Standing. Seller is a duly authorized and validly
existing entity in good standing under the laws of China, with all
requisite power and authority (corporate or other) to own its
properties and conduct its businesses.
2. Authorization;
Binding Agreement. Seller has the requisite corporate power and authority to
execute and deliver this Agreement. This Agreement has been duly and
validly authorized, executed and delivered by Seller and constitutes a valid and
binding agreement of Seller in accordance with its terms.
3. Litigation. As
of the date hereof, there are no claims, actions, proceedings, or investigations
pending or, to the best knowledge of Seller, threatened against Seller or to the
best of Seller's knowledge, pending or threatened against any subsidiary
company, partnership, employee, consultant, director, officer
or shareholder, in his or its capacity as such, before any court or governmental
or regulatory authority or body which, if decided adversely, could
materially and adversely affect the financial condition,
business, prospects or operations of Seller or its subsidiaries or
partnership(s). As of the date hereof, neither Seller nor any of its
property is subject to any order, judgment, injunction or decree, which
materially and adversely affects the financial condition, business, prospects or
operations of Seller.
ARTICLE
4
GENERAL
AGREEMENTS
1. Cooperation. Each
of the parties hereto shall cooperate with the other in every reasonable way in
carrying out the transactions contemplated herein, and in delivering all
documents and instruments deemed reasonably necessary or useful by counsel for
any party hereto.
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2. Costs. All
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be the sole responsibility of
Buyer.
3. Survival
of Representations and Warranties. All representations and
warranties in this Agreement or in any instrument or certificate delivered
pursuant to this agreement delivered prior to the Closing Date shall survive the
consummation of the Acquisition.
4. Notices.
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered by messenger,
transmitted by fax or telegram or mailed by registered or certified
mail, postage prepaid, as follows
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(a) If
to Seller, to:
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ChinaCNTV
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000-0
Xxxxxx Xxxx,
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Xxxxxx
Xxxxxxxx, Xxxxxxx
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Xxxxx
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(b) If to Buyer, to:
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XXXXXXXX.XXX
GROUP LTD.
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00xx
xxxxx, Xxxx Xxxx Trade Center,
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000
Xxx Xxxxx Xx.,
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Xxxx
Xxxx
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The date
of any such notice shall be the date hand-delivered or otherwise transmitted or
mailed.
5. Amendment.
This Agreement (including the documents and instruments referred to herein or
therein) (a) constitutes the entire agreement and
supersedes all
other prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof, (b) is
not intended to confer upon any other person any rights or
remedies hereunder, and (c) shall not be assigned by operation
of law or otherwise. This Agreement may be amended or modified in
whole or in part to the extent permitted by California law at any time, by an
agreement in writing executed to do so by the Board of Directors of Seller and
Buyer.
6. Waiver. At
any time prior to the Closing Date, the parties hereto may (a) extend the time
for the performance of any of the obligations or other acts of the other
parties hereto, (b) waive any inaccuracies in the
representation and warranties contained herein or in any document delivered
pursuant hereto, and (c) waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid if set forth in an instrument in writing
or waiver signed on behalf of such party.
7. Brokers. Seller
and Buyer represent and warrant that no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee
or commission in connection with this transaction.
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8. Publicity.
So long as this Agreement is in effect, the parties hereto shall not issue or
cause the publication of any press release or other announcement with respect to
this Agreement without the consent of the other party, which consent shall not
be unreasonably withheld or delayed where such release or announcement is
required by applicable law.
9. Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.
10. Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of and is enforceable by the respective successors and assigns of the
parties hereto.
11. Governing
Law. This Agreement shall be governed by and construed in accordance
with the laws of China.
IN
WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the 1st day of October, 2009.
BUYER:
XXXXXXXX.XXX
GROUP LTD.
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By:
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/s/ Xxxxxxx Xxxx
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Authorized
Signatory
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SELLER:
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ChinaCNTV
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By:
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/s/ GE Changzhong
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Authorized
Signatory
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By:
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/s/ Ng Kai Lun
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Authorized
Signatory
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