Exhibit 10.1
Asset Purchase and
Sale
Agreement
By and Between
China YouTV Corp.
and
First Light Resources
Limited
April 1, 2009
The parties to
this Asset Purchase and Sale Agreement (“ Agreement
”), effective as of April 1, 2009 (“ Effective
Date ”), are First Light Resources Limited , an
Ontario corporation (“ 1st Light ” or the
“ Seller ”), and China YouTV Corp., a Nevada
company (“ Buyer ”).
RECITALS
A. Seller
is an Ontario company with offices in Sarnia, Ontario.
B. Seller
is a junior mineral resource exploration company, exploring and
developing economically viable mineral deposits situated in well
known and historically proven mining areas (the
“Business”).
C. Subject
to the terms and conditions contained in this Agreement, Seller
desires to sell to Buyer and Buyer desires to purchase from Seller
certain assets and liabilities related to the Business listed in
this Agreement.
Now, therefore, in consideration of the mutual
covenants, representations, and warranties in this Agreement, the
parties make the following agreement:
ARTICLE 1
PURCHASE AND SALE OF
ASSETS
1.1 Purchase
and Sale of Assets. Except as set forth in Article 1.2, Seller
agrees to sell to Buyer, and Buyer agrees to purchase from Seller,
on the Closing Date, all of Seller’s right, title, and
interest in and to the following assets of Seller used in the
operation of the Business (the “ Assets
”):
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(a) All
customer contracts, agreements, warranties, and other customer
rights or agreements, written or oral, related to the operation of
the Business and all Business leases and other
agreements;
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(b) All lists (in written or
electronic format) of past, present or potential applicants with
Seller in the Business, including all files, information and
computer records related thereto;
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(c) All lists (in written or
electronic format) of past, present or potential customers of
Seller in the Business, including all files,
information and computer records related thereto;
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(d) if all
business development information, databases, price lists and
pricing records, copies of accounting records, rate records, sales
literature, technical literature, information and know-how, and any
other books, documents, instruments and records, in each case used
in the operation of the Business;
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(e) All goodwill associated with the
Business;
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(f) The prepaid expenses
(excluding any prepaid taxes) and deposits of the Business as of
the Closing Date ; and
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(g) All rights in favor of
Seller under non-competition or non-solicitation agreements
executed in favor of Seller by any of Seller’s current or
past employees, if any.
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1.2 Seller
shall convey title to the Assets to Buyer free and clear of all
liens, security interests, and encumbrances of any kind or
nature.
1.3 Risk of
Loss. Seller assumes all risk of loss or damage to the Assets prior
to the Closing Date. In the event that there is any material loss
or damage to all or any material portion of the Assets prior to the
Closing, Buyer may either terminate this Agreement pursuant to
Article 10, or negotiate with Seller for a proportionate reduction
in the Purchase Price to reflect the loss or damage. For the
purposes of this provision, the term “material loss or
damage” shall mean any loss or damage to the Assets with an
aggregate cost of Fifty Thousand Dollars ($50,000).
ARTICLE 2
ASSUMPTION OF
LIABILITIES
2.1 Assumption
of Liabilities. As of the Closing Date, in addition to any other
liabilities expressly assumed by Buyer under this Agreement, Buyer
shall only assume responsibility for performing and satisfying all
of the contractual obligations and other liabilities of
Seller.
2.2 Excluded
Liabilities. Except as expressly provided in this Agreement,
including, without limitation, with respect to the Assumed
Liabilities, Buyer shall not assume or become liable for any
obligations, commitments, or liabilities of Seller, whether known
or unknown, absolute, contingent, or otherwise, and whether or not
they are related to the Assets (the “ Excluded
Liabilities ”).
ARTICLE 3
PURCHASE PRICE
3.1 Purchase
Price. Subject to the terms and conditions of this Agreement, the
purchase price for the Assets shall be One Hundred Fourteen
Thousand US Dollars ($114,000) (“ Purchase Price
”). The Purchase Price shall be paid to Seller in cash or
common stock of the Buyer or the combination.
ARTICLE 4
CLOSING
4.1 Time and
Place of Closing. The Closing for the purchase and sale of the
Assets (“ Closing ” or “ Close
”) will take place at Vancouver, British Columbia, Canada, on
April 1, 2009, or at such other time and place as the parties may
mutually agree (the “ Closing Date ”). At the
Close, Seller will transfer and convey title to the Assets and the
Assumed Liabilities to Buyer, and Buyer will assume the Assumed
Liabilities, as provided in this Agreement.
4.2
Seller’s Closing Obligations. At the Close, Seller shall
execute, acknowledge, and deliver, as appropriate, each of the
following items:
(a) A duly executed bill of sale (the
“ Bill of Sale ”), in substantially the form
attached as Exhibit A and incorporated herein by reference,
conveying to Buyer all of Seller’s right, title, and interest
in and to the Personal Property.
(b) A duly executed assignment of all
Contracts (the “ Assignment of Customer Contracts,
Agreements, and Arrangements ”), in substantially the
form attached as Exhibit B and incorporated herein by
reference, pursuant to which Seller shall assign to Buyer all of
its right, title, and interest in and to, and Buyer shall accept
and assume all of Seller’s obligations in respect of, the
Contracts and the other Assumed Liabilities.
(c) All other deeds, bills of sale,
warranty deeds, assignments, endorsements, licenses, and other good
and sufficient instruments and documents of conveyance and transfer
as shall be necessary and effective to transfer, convey, and assign
to Buyer at the Closing all of Seller’s right, title, and
interest in and to the Assets, free and clear of any liens or
encumbrances, other than any Permitted Liens.
4.3
Buyer’s Closing Obligations. At the Closing, Buyer shall
execute (or cause to be executed), acknowledge, and deliver, as
appropriate, each of the following items:
(a) The Payment provided for in
Article 3.1.
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(b) A duly
executed Assignment of Customer Contracts, Agreements, and
Arrangements, pursuant to which Seller shall assign to Buyer all of
its right, title, and interest in and to, and Buyer shall accept
and assume all of Seller’s obligations in respect of, the
Contracts.
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(c) All
other instruments and documents necessary to consummate the
transactions contemplated by this Agreement.
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ARTICLE 5
SELLER’S REPRESENTATIONS
AND WARRANTIES
5.1
Seller’s Representations and Warranties. Seller makes the
following representations and warranties to Buyer, each of which is
true and correct as of the Effective Date and as of the Closing
Date:
(a) Each of CYTV and 1st Light is a
corporation in good standing under the laws of the state of its
incorporation.
(b) Seller has full legal power and
authority to enter into, deliver and perform this Agreement, and
this Agreement constitutes Seller’s valid and binding
obligation, enforceable in accordance with its terms, except to the
extent that such enforceability (i) may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to creditors’ rights generally, and
(ii) is subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity
or at law).
(c) The execution and delivery of this
Agreement does not conflict with, violate, or constitute a default
under the terms, conditions, or provisions of any agreement or
instrument to which Seller is a party.
(d) There are no actions, suits,
proceedings, or claims now pending, or, to the best of
Seller’s knowledge, threatened against Seller or the Assets
that would cause a Material Adverse Effect.
(e) Seller has good and marketable title to
the Assets free and clear of all liens, charges, and encumbrances,
and any contractual requirement to obtain the consent of a party to
a Contract that is being assigned hereunder.
(f) To the best of Seller’s
knowledge, all of the Contracts are in full force and effect, have
been duly executed by the parties, and neither Seller nor any other
party is in material default under any Contract, nor has Seller
knowledge that any party to any of these agreements intends to
cancel or terminate any of these Contracts.
(g) To the best of Seller’s
knowledge, each agreement, instrument, or license with respect to
the Intangible Property is in full force and effect, and neither
Seller nor any other party is in material default under any such
agreements.
(h) Seller is not a party to, or otherwise
bound by, any collective bargaining agreement, multi-employer
pension fund, or other labor union agreement with respect to any
person(s) employed by Seller in connection with its operation of
the Business.
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Seller is
in material compliance with all federal, state, and local laws and
regulations with respect to the operation of
the Business.
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ARTICLE 6
BUYER’S REPRESENTATIONS AND
WARRANTIES
6.1
Buyer’s Representations and Warranties. Buyer makes the
following representations and warranties to Seller, each of which
is true and correct as of the Effective Date and as of the Closing
Date:
(a) Buyer is a public company, duly
organized, validly existing, and in good standing under the laws of
the state of its organization.
(b) Buyer has full legal power and
authority to enter into, deliver and perform this Agreement and the
Notes, and this Agreement and the Notes constitute the valid and
binding obligations of Buyer, enforceable in accordance with their
terms, except to the extent that such enforceability (i) may
be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to creditors’ rights generally,
and (ii) is subject to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(c) There is no action, suit, proceeding,
or claim pending, or, to the best of Buyer’s knowledge,
threatened, against Buyer that would affect Buyer’s ability
to fulfill Buyer’s obligations under this Agreeme
