ACQUISITION AGREEMENT AND NETBLOO MEDIA, LTD

Exhibit 10.2

ACQUISITION AGREEMENT

NETBLOO MEDIA, LTD

This AGREEMENT, dated as of June 15, 2015 (the "Agreement"), by and among 30DC, Inc.(“DC”), a Maryland Corporation, including its subsidiary 30, DC, Inc., a Delaware Corporation, and Netbloo Media, LTD, (“NBM”) an Hong Kong Corp., hereafter referred to as ("NBM"), and is a party to this Agreement.

WHEREAS, DC , and NBM desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition and also to prescribe various conditions to the Acquisition; and

WHEREAS, the Board of Directors of DC and manager of NBM have approved the Acquisition of certain assets of DC by NBM described on Exhibit A, as being in the best interests of each party for the consideration as hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:

ARTICLE I: THE CONSIDERATION

SECTION 1.01. Consideration/Acquisition; Effective Time

The Acquisition shall become complete (“Closing”) upon the delivery of the transaction documents sufficient to convey assets described on Exhibit A from DC to NBM, duly executed upon the exchange of the following consideration:

A total of 6,743,681 shares of restricted common stock of DC shall be conveyed by NBM to DC, free and clear of all liens and encumbrances whatsoever.

The parties agree that the effective date (“Effective Date”) of the transaction herein shall be May 15, 2015 which was the date of agreed terms and all economic benefits and obligations shall be calculated starting on that date.

SECTION 1.02. Effects of the Acquisition

At Closing by virtue of the Acquisition, NBM, shall acquire the assets of IM Training listed on Exhibit A, from DC in exchange for 6,743,681 shares of common stock in DC. Assets to be acquired will include all assets, tangible or intangible, including content library, required or used

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ARTICLE II: THE CLOSING

SECTION 2.01 Closing.

Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VI, the Closing of the Acquisition shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VI are satisfied or, to the extent permitted there under, waived, at the offices of DC or at such other time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date").

ARTICLE III REPRESENTATIONS AND WARRANTIES OF DC

Except as set forth in the applicable section of the disclosure schedule delivered by DC prior to the execution of this Agreement (the "DC Disclosure Schedule"), DC represents and warrants as follows

SECTION 3.01 Organization of DC; Authority.

DC is an Entity duly organized, validly existing and in good standing under the laws of the State of Maryland. DC has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party, to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties and to conduct its business. Subject to the receipt of its board of director's approval, the execution, delivery and performance by DC of the transaction documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of DC, including, without limitation, the approval of the board of directors of DC.

SECTION 3.02 No Violation; Consents and Approvals.

The execution and delivery by DC of the transaction documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and

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ARTICLE V: AGREEMENTS

SECTION 5.01 Access to Information.

NBM agrees to provide DC with access to the invoices issued by NBM to DC for services rendered over the past years if not already provided

SECTION 5.02 Legal Conditions to Acquisition; Reasonable Efforts.

Not necessary for the purchaser NBM.and to this transaction

SECTION 5.03 Tax Matters.

No representation is made that this is a non-taxable transaction.

ARTICLE VI: CONDITIONS OF THE ACQUISITION

SECTION 6.01 Conditions to Each Party's Obligation to Effect the Acquisition.

The respective obligations of each party to effect the Acquisition and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part to the extent permitted by applicable law:

(a) No Injunctions or Restraints. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Acquisition or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

SECTION 6.02 Additional Conditions of Obligations of DC.

The obligations of DC to effect the Acquisition and the other transactions contemplated by this Agreement are also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived by DC:

(a)

Representations and Warranties. The representations and warranties of NBM set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date

of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

 

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(b)

Performance of Obligations of NBM. NBM shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c)

Third Party Consents. NBM shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from a majority of its shareholders third parties or governmental and regulatory authorities in connection with the execution, delivery and performance by NBM of this Agreement and the consummation of the transactions contemplated hereby.

(d)

No Governmental Order or Other Proceeding or Litigation. No order of any Governmental Entity shall be in effect that restrains or prohibits the transactions contemplated hereby and by the other Transaction Documents, and no suit, action or other proceeding by any Governmental Entity shall have been instituted or threatened which seeks to restrain or prohibit the transactions contemplated hereby or thereby.

(e) Deliveries.

At the Closing, NBM shall have delivered to DC:

A certificate for 13,487,363 shares of restricted common stock of DC duly endorsed with signature guaranteed stock powers, free and clear of liens and encumbrances, of any type. DC will issue a new certificate for 6,743,682 shares of restricted common stock of DC, the difference of 6,743,681 shares is the consideration for the transactions herein.

SECTION 6.03 Additional Conditions of Obligations of NBM.

The obligation to effect the Acquisition and the other transactions contemplated by this Agreement is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived by NBM.

(a)

Representations and Warranties. The representations and warranties of DC set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties qualified by materiality) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

(b)

Performance of Obligations of DC. DC shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by them under this Agreement at or prior to the Closing Date.

(c)

No Governmental Order or Other Proceeding or Litigation. No order of any Governmental Entity shall be in effect that restrains or prohibits the transactions contemplated hereby and by the other transaction documents, and no suit, action or other proceeding by any Governmental

 

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ARTICLE VII: ADDITIONAL AGREEMENTS

Revised Contractor Agreement: Existing contractor agreement between the parties is terminated. NBM specific contract terms detailed in the revised contractor agreement.

Technology Management: Appropriate acceptable technology IP management and security practices will be adopted for DC owned IP, development team management and related matters. For the sake of clarity but not limited to, DC will be provided with complete authorized access to all technical and marketing information relating to the technologies it owns.

ARTICLE VIII: NON-SOLICITATION, NON-INTERFERENCE, NONDISPARAGEMENT

Both parties are subject to a reciprocal two-years non-interference provision covering existing customers, employees, suppliers and technology of the IM Training and DC Businesses. For NBM, restrictions this includes prohibition on copying the magcast platform and app, the new blogger app platform and app, or creating a directly competing product, working, for or with, or aiding in any way, a competitor to such products.

NBM is free to engage in any other business activity, developing any other application, platform, website, product or training.

ARTICLE IX: CONFIDENTIALITY

ARTICLE X: DC OTHER REQUIREMENTS

DC will provide the NBM all business records of IM Training including customer and subscription records.

DC to provide NBM with access to code for all technology utilized for IM Training which it does not already have.

DC to provide list of all past and current IM Training customers which NBM does not already have.

DC will provide list of all infusionsoft contacts to NBM

ARTICLE XI: NBM OTHER REQUIREMENTS

During the period not exceeding 6 months from the Effective Date, NBM will:

a) provide reasonable assistance to DC in determining cost allocations and other relevant information required for DC to prepare pro forma financial statements of past results computed as if the transaction occurred prior to the period(s) for which the pro forma financial statements are being prepared;

b) provide reasonable assistance to Marillion Partnership in running a beta test for 30DC's Blogger Product to prepare for the product launch;

c) use its best efforts to launch, run and manage two promotions aimed at generating revenue in the order of $600,000, the proceeds of which, net of all expenses including but not limited to affiliate commissions, will be paid to DC. These promotions being:

i. a MagCast promotion aimed at generating revenue in the order of $100,000; and

ii. a Blogger Product launch following completion of the Blogger Product beta test revenue in the order of $500,000.

d) provide reasonable assistance as is proper and advisable in the transfer of IM Training and closing of the Marillion Sale;

e) provide reasonable assistance to DC as is practical under the circumstances, in establishing a support function for existing business; and

f) provide reasonable assistance to DC as is practical under the circumstances, in establishing a development team for existing business.

ARTICLE XII: TRANSITION ITEMS

Parties will work with each other to achieve a smooth transition with the goal of limiting any subscription losses and limiting negative impact on DC from changes due to transaction herein and simultaneous Marillion Sale.

During the period not exceeding 6 months from the Effective Date, the Parties will develop an agreed plan for technology management, and subject to DC providing necessary resources including contractor hours for the documentation process, NBM will provide reasonable assistance to DC as is practical under the circumstances to put in place procedures consistent with standard operating procedures at technology companies including documenting development activities and regular periodic reporting to the CEO and DC Board of Directors ("Board") on the status of current and planned development activities.

ARTICLE XIII TERMINATION

SECTION 13.01 Termination.

This Agreement may be terminated at any time prior to Closing, as set forth below:

(a)

by mutual consent; or

(b)

by DC upon written notice to NBM, if: any condition to the obligation of DC to close contained in Article VI hereof has not been satisfied by 60 days after date hereof (the "End Date") (unless such failure is the result of DC' breach of any of its representations, warranties, covenants or agreements contained herein) or

(c)

upon written notice to DC by NBM, if any condition to the obligation to close by NBM contained in Article VI hereof has not been satisfied by the End Date (unless such failure is the result of a breach of any of its representations, warranties, covenants or agreements contained herein);

ARTICLE XIV: SURVIVAL OF REPRESENTATIONS AND WARRANTIES

None of the representations and warranties of the parties set forth in this Agreement shall survive the Closing. Following the Closing Date with respect to any particular representation or warranty, no party hereto shall have any further liability with respect to such representation and warranty. None of the covenants, agreements and obligations of the parties hereto shall survive the Closing.