Exhibit 10.1(a)
ASSET PURCHASE AGREEMENT
THIS
ASSET PURCHASE AGREEMENT (this “Agreement”), dated
as of July 8, 2008 is made and entered into by and between
Pure Play Music Limited a corporation domiciled in the United
Kingdom with registered offices at 15 Upper King Street,
Norwich, NR3 1RB (company number 05778488)
(“Seller”), or its assignees, and Latin
Television, a Nevada corporation with principal offices at
3200 Santa Monica Avenue, Suite #20, Santa Monica, California
90405 (the “Purchaser”). As used
herein, the term “Parties” shall be used to
identify the Seller and the Purchaser jointly.
WHEREAS:
A. Seller
owns certain assets as listed and described in Exhibit A
attached hereto (the “Purchased Assets”), as well
as assets acquired from the commencement of negotiations to
closing, as referenced by the date of execution hereon, that
it desires to sell and transfer to Purchaser in exchange for
the Purchaser’s issuance of certain shares of the
Purchaser’s Common Stock (the “Special
Shares”) as more particularly set forth
below.
B. The
Seller warrants and represents that it owns and will own at
the closing (as defined herein) all of the Purchased Assets
free of any accrued or contingent mortgages, deed of trust,
security interests, claims, and equitable charges that may be
asserted by any third party and that it will convey full and
unencumbered title to the Purchased Assets to the Purchaser
at Closing.
C. The
Seller warrants and represents that it is experienced and
sophisticated in business, financial, investment, and tax
matters with sufficient skill and knowledge to undertake the
transactions contemplated and described in this Agreement and
evaluate the risks and merits of acquiring the Special
Shares.
D. The
Seller warrants and represents that it has received, prior to
this Agreement, such disclosures regarding the Purchaser, its
corporate and financial affairs, stockholder information, and
such other disclosures that has allowed it to make an
informed investment decision and that it has also had a
sufficient opportunity to ask questions of the
Purchaser’s management and to receive answers from the
Purchaser’s management regarding all such
matters.
E. The
Seller warrants and represents that this Agreement and the
transactions contemplated hereby have been duly approved by
the Seller’s Board of Directors.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants contained herein,
the parties agree as follows:
ARTICLE
1
PURCHASE AND SALE OF ASSETS
1.1
Purchase and
Sale . Upon the terms and subject to the
conditions of this Agreement, at the Closing (as defined in
Section 3.1), Purchaser shall purchase from Seller, and Seller
shall sell and transfer to Purchaser, all of Seller’s
right, title, and interest in the Purchase Assets (the
“Purchased Assets”). The Purchased
Assets consist of all the items listed and shown on
Exhibit
A , as well as after acquired assets to the date
of execution hereon, attached hereto together with the
following:
(a) all
equipment, inventory, records, merchandise, customer and
vendor contact lists (regardless of format), computers,
marketing lists, marketing materials, business plans and
strategies needed to conduct the business activities of the
City Book Savings business;
(b)
all information, files, books and records, including customer
and supplier lists, relating to or involving the Purchased
Assets, regardless of format, and relating to the business
conducted by the Seller (the
“Business”);
(c) all
supplies related to the Business, stock in trade, merchandise,
goods, supplies and other products owned by Seller or
otherwise under the control of Seller on the date of
Closing;
(d) all
intellectual property rights, whether owned or leased,
including, without limitation, all patents, patent
applications, trademarks, registered trademarks, trademark
applications, service marks, registered service marks, service
mark applications, tradenames, copyrights, registered
copyrights, copyright applications, trade secrets,
confidential information and proprietary know-how owned and/or
used in connection with the Business; (all of the intellectual
property rights to be acquired shall be collectively referred
to as the “Intellectual
Property”); and
(e) all
accounts receivable related to the Business.
Purchaser
reserves the right to exclude any of the above described
assets from the Purchased Assets. All of the
Purchased Assets shall be transferred to Purchaser free and
clear of all liens, security interests and
encumbrances.
1.1.2
Assumed
Liabilities; Limitation on Assumption . In
connection with the purchase and sale of the Purchased Assets
pursuant to Section 1.1 and except for those liabilities as
shown on Exhibit B,
Purchaser shall assume no liabilities and obligations of the
Seller.
ARTICLE
2
CONSIDERATION
2.1
Purchase
Price . In consideration for the transfer of
the Purchased Assets, at the Closing Purchaser shall (a) pay
and deliver to Seller (or Seller’s assignee) the
following:
(a) a
duly issued stock certificate registered in the name of the
Seller and bearing a restricted securities legend and
representing the sum of thirty million (30,000,000)
shares of the Purchaser’s Common Stock, or no less than
51% of the post reverse number of Purchasers issued shares of
Common Stock (the “Special Shares” or
Purchase Price”).
2.2
Closing
. The closing of the purchase and sale of the
Purchased Assets pursuant to Section 1.1 (the
“Closing”) shall be held at the offices of the
Purchaser at 3200 Santa Monica Avenue, Suite #20, Santa
Monica, California 90405 at 11:00 a.m. (local time) on July 8,
2008 (the “Closing Date”), or at such other place
and time as Purchaser and Seller may mutually agree in
writing.
2.3
Deliveries at
Closing . At the Closing, the Parties shall
make the deliveries described below:
(a) Seller
shall deliver, or cause to be delivered, to Purchaser a Bill
of Sale and Assignment in the form of Exhibit C
hereto properly executed by Seller;
(b) Purchaser
shall deliver to Seller the following:
(i) the
stock certificate representing all of the Special Shares and
registered in the name of the Seller (or its
assignees);
(ii) a
duly executed Action of the Board of Directors of the
Purchaser, adopting and approving the terms of this Asset
Purchase Agreement and authorizing and instructing the
officers of the Purchaser to deliver a fully executed copy of
this Asset Purchase Agreement to the Seller as set forth in
Exhibit
D .
(iii) a
duly executed Action of the Board of Directors electing Alex
Grange as director and chief executive officer of the
Purchaser and accepting the immediate resignation of the Derek
Jones as an officer of the Purchaser as set forth in
Exhibit
D.
(iv) such
other instruments and documents properly executed by the
Seller as are reasonably necessary, in the opinion of
Purchaser, to effect the transactions described
herein.
ARTICLE
3
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller
represents and warrants to Purchaser as follows:
3.1
Authorization of
Transaction . Seller has full power and
authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of
Seller, enforceable in accordance with its terms and
conditions.
3.2
Broker’s
Fees . Neither Seller nor the Purchaser has
any liability or obligation to pay any fees or commissions to
any broker, finder, or agent with respect to the transactions
contemplated by this Agreement.
3.3
Consents and
Approvals . The execution, delivery and
performance by Seller of this Agreement and the consummation
of the transactions contemplated hereby require no action by
or in respect of, or filing with or notice to, any
governmental or regulatory body, agency or
official. Neither the execution, delivery and
performance by Seller of this Agreement, nor the consummation
of the transactions contemplated hereby, will (with or without
notice or lapse of time) (a) violate, conflict with, or
result in a breach of any judgment, order, writ, injunction,
decree or award of any court, governmental or regulatory body,
or (b) result in a default (or give rise to any right of
termination, cancellation or acceleration) under any of the
terms, conditions or provisions of any note, bond, mortgage,
indenture, license, franchise, permit, lease, agreement or
other instrument or obligation to which Seller is a party, or
by which the Business or any of the Purchased Assets may be
bound.
3.4
Litigation
. To the best knowledge of Seller, there are no
actions, suits, or proceedings pending or, to Seller’s
best knowledge, threatened against Seller, or that otherwise
relate to the Business or the Purchased Assets, before any
court, arbitrator or administrative, governmental or
regulatory authority or body and, to Seller’s knowledge,
no event has occurred
or
circumstance exists that may give rise to or serve as the
basis for the commencement of any such action, suit or
proceeding. Seller is not subject to any order, judgment,
writ, injunction or decree that relates to the Business or the
Purchased Assets.
3.5
Personal
Property . Seller at Closing will have good
and marketable title to the Purchased Assets, free and clear
of all liens and encumbrances, and (b) all items of equipment,
if any, constituting a part of the Purchased Assets are in
good operating condition and repair, ordinary wear and tear
excepted, and reasonably conform to all applicable laws,
ordinances and regulations.
3.6
Taxes
. To the best knowledge of Seller, all tax reports
and returns required to be filed relating to the Business
pursuant to any law, rule or regulation have been filed in a
timely manner (taking into account all extensions of due
dates), and all Taxes shown as due thereon have been paid or
accrued and reflected on the financial statements of the
Business. No deficiencies for any Taxes have been
asserted in writing against Seller which remain
unpaid.
3.7
Employees
. Seller has, with respect to the Business and all
employees now or previously employed in the Business, complied
in all respects with all laws, rules and regulations relating
to employment, equal employment opportunity,
nondiscrimination, immigration, wages, hours, benefits,
occupational health and safety and plant closing.
3.8
Customer
List . A complete and accurate list of
customers of the Business is included and listed in
Exhibit
A attached to this Agreement. There are no customer
prepayments or deposits.
3.9
Accounts
Receivable . The list of Accounts Receivable
listed on Exhibit A attached
to this Agreement is a complete list of the Accounts
Receivable relating to or arising out of the Business as of
the date shown.
3.10
Intellectual
Property . Except as shown on Exhibit A attached
to this Agreement, to the best knowledge of Seller, Seller has
no patents, patent rights, licenses, trademarks, trademark
rights, trade names, trade name rights, service marks, service
mark rights, copyrights, web sites or Internet locations or
similar rights, nor require any such rights in connection with
the conduct of the Business as presently
conducted. To the knowledge of Seller, neither
Seller nor the Business is infringing or otherwise acting
adversely to the right of any other person under or in respect
to, any patent, license, trademark, trade name, service mark,
copyright or similar intangible right.
3.11
Labor
Relations . To the best knowledge of Seller,
Seller has complied in all material respects with all federal
and state laws, rules and regulations relating to the
employment of labor, including those related to wages, hours
and payment of withholding and unemployment taxes. Seller has
withheld all amounts required by law or agreement to be
withheld from wages or salaries of its employees and is not
liable for any arrearage of wages or any taxes or penalties
for failure to comply with any of the foregoing.
3.12
Compliance
. To the Best knowledge of Seller, Seller has
conducted the Business and maintained the Purchased Assets in
compliance with, and not in violation of, applicable laws,
rules, regulations and orders of federal, state and local
governments and regulatory bodies (the “Applicable
Laws”). Seller has not received any notice of any
alleged violation of any Applicable Laws, and Seller has all
licenses, permits and consents required to be obtained from
federal, state, county or municipal authorities with respect
to the ownership or use of the Purchased Assets for the
operation of the Business. The Seller is not aware of any
actions that it or the Business has taken which could
reasonably cause or result in any claims of any violation of
any federal, state, or local environmental laws in connection
with the use or operation of the Purchased Assets or the
conduct of the Business.
3.13
Investment
Representation .
(a) Seller
represents that it is sophisticated and experienced in
investment, financial, and securities matters and that it has
had a sufficient opportunity to conduct a due diligence
investigation into the corporate affairs of the Purchaser.
Seller acknowledges that the offering and sale of the Special
Shares is intended to be exempt from registration under the
Securities Act by virtue of Section 4(2) of the Securities Act of
1933 , as amended, and that Purchaser’s reliance
on such exemption is predicated on Seller’s
representations set forth herein.
(b) Seller
fully understands and agrees that it must bear the economic
risk of its investment for an indefinite period of time
because, among other reasons, the Special Shares have not been
registered under the Securities Act of
1933 , as amended or under the securities laws of any
states and, therefore, cannot be resold, pledged, assigned or
otherwise disposed of unless the transaction is or the Special
Shares is subsequently registered under the Securities Act of
1933 , as amended and under applicable securities laws
of relevant states or an exemption from such registration is
available. Seller understands that Purchaser is
under no obligation to register the Special Shares on
Seller’s behalf, or to assist Seller in complying with
any exemption from such registration under the Securities Act of
1933 .
(c) Seller
has such knowledge and experience in financial and business
matters such that Seller is capable of evaluating the merits
and risks of Seller’s investment in the Special Shares
and is able to bear such risks, and has obtained, in
Seller’s judgment, sufficient information from Purchaser
or its authorized representatives to evaluate the merits and
risks of such investment. Seller has evaluated the
risks of investing in the Special Shares and has determined
that the Special Shares are a suitable investment for
Seller. Seller can afford a complete loss of the
investment in the Stock, and can afford to hold the investment
in the Special Shares for an indefinite period of
time.
(d) Seller
is acquiring the Special Shares subscribed for herein for its
own account, for investment purposes only and not with a view
to, or for sale in connection with, any distribution of the
Special Shares within the meaning of the Securities Act of
1933 , as amended, or any rule or regulation under the
Securities
Act of 1933 , as amended. The Special Shares
are not being purchased for subdivision or fractionalization
thereof, and Seller has no contract, undertaking, agreement or
arrangement with any person or entity to sell, hypothecate,
pledge, donate or otherwise transfer (with or without
consideration) to any such person or entity the Special
Shares, and Seller has no present plans or intentions to enter
into any such contract, undertaking, agreement or
arrangement.
(e) Seller
understands and acknowledges that the Special Shares delivered
pursuant to the terms of this Agreement shall bear the
following legend:
"The
Shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), or any state securities laws and neither such Shares
nor any interest therein may be offered, sold, pledged,
assigned or otherwise transferred absent registration under
the Act or the availability of an exemption there
from.”
Further,
Seller understands and acknowledges that an appropriate
stop-transfer order shall be noted on the records of
Purchaser’s transfer agent with respect to the Special
Shares issued pursuant to this Agreement, which stop-transfer
order shall remain in effect with respect to the Special
Shares so long as the Special Shares are subject to the
legending requirements set forth above.
3.14
Disclosure
. No representation or warranty or other statement
made by Seller in this Agreement or in any certificates
delivered in accordance with this Agreement or otherwise in
connection with the transactions contemplated by this
Agreement contains any untrue statement or omits to stating
material fact necessary to make any of them, in the light of
the circumstances in which it was made, not
misleading.
ARTICLE
4
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser
represents and warrants to Seller that, as of the date of this
Agreement:
4.1
Organization and
Qualification . Purchaser (a) is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada; and
(b) has the requisite corporate power to carry on its
business as now being conducted, to own or use the properties
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