ex1019.htm


     

     

    
      

      

    

     

    
 

    
      “Exhibit
10”

    

     

    Purchase
Agreement

     

    This
Agreement to Purchase ("Agreement") is made
as of February __, 2010 by and between X-Change Corporation, a Nevada
corporation ("Buyer"), and Nydia
Del Valle ("Seller").

     

    PRELIMINARY
STATEMENT

     

    Seller
desires to sell, and Buyer desires to purchase, all of the outstanding shares
(the "Shares")
of Connected Media Technologies, Inc. a corporation organized under the laws of
Delaware (the "Company"), on the
terms and subject to the conditions set forth in this Agreement.

     

    AGREEMENT

     

    The
parties, intending to be legally bound, agree as follows:

     

    ARTICLE
1

     

    DEFINITIONS

     

    For the
purposes of this Agreement, the following terms and variations on them have the
meanings specified in this Article
1:

     

    "Buyer" is defined in
the first paragraph of this Agreement.

     

    "Buyer Shares" means
400,000,000 newly issued shares of Buyer’s common stock, par value $.001 per
share.

     

    "Closing" means the
consummation and completion of the purchase and sale of the Shares.

     

    "Closing Date" means
the date on which the Closing actually takes place.

     

    "Company" is defined
in the Preliminary Statement.

     

    "Company Contract"
means any Contract (a) under which the Company has or may acquire rights,
(b) under which the Company is or may become subject to Liability or
(c) by which the Company or any of its assets is or may become
bound.

     

    "Consent" means any
approval, consent, ratification, waiver or other authorization.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Contemplated
Transactions" means all of the transactions to be carried out in
accordance with this Agreement, including the purchase and sale of the Shares,
the performance by the parties of their other obligations under this
Agreement.

     

    "Contract" means any
contract, agreement, commitment, understanding, lease, license, franchise,
warranty, guaranty, mortgage, note, bond or other instrument or consensual
obligation (whether written or oral and whether express or implied) that is
legally binding.

     

    "Contravene" -- an act
or omission would "Contravene" something if, as the context
requires:

     

    (a)           the
act or omission would conflict with it, violate it, result in a breach or
violation of or failure to comply with it, or constitute a default under
it;

     

    (b)           the
act or omission would give any Governmental Body or other Person the right to
challenge, revoke, withdraw, suspend, cancel, terminate or modify it, to
exercise any remedy or obtain any relief under it, or to declare a default or
accelerate the maturity of any obligation under it; or

     

    (c)           the
act or omission would result in the creation of an Encumbrance on the stock or
assets of the Company.

     

    "Encumbrance" means
any charge, claim, mortgage, servitude, easement, right of way, community or
other marital property interest, covenant, equitable interest, license, lease or
other possessory interest, lien, option, pledge, security interest, preference,
priority, right of first refusal or similar restriction.

     

    “Escrow Agreement”
means the agreement to hold Buyer’s Shares in an Escrow Account until Corrected
Media Technologies closes on the purchase agreements with Global Broadcasting
Systems, LLC, Inc and Cinemania TV, LLC.

     

    "Financial Statements"
is defined in Section 3.4.

     

    "GAAP" means generally
accepted accounting principles for financial reporting in the United
States.

     

    "Governing Document"
means any charter, articles, bylaws, certificate, statement, statutes or similar
document adopted, filed or registered in connection with the creation, formation
or organization of an entity, and any Contract among all equity holders,
partners or members of an entity.

     

    "Governmental
Authorization" means any Consent, license, permit or registration issued,
granted, given or otherwise made available by or under the authority of any
Governmental Body or pursuant to any Law.

     

    "Governmental Body"
means any (a) nation, region, state, county, city, town, village, district or
other jurisdiction, (b) federal, state, local, municipal, foreign or other
government, (c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department or other entity and any
court or other tribunal), (d) multinational organization, (e) body exercising,
or entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory or taxing authority or power of any nature, or (f) official
of any of the foregoing.

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Knowledge" means,
with respect to Seller, the actual knowledge after reasonable investigation of
Seller or of the Company's directors, officers or senior managerial
employees.

     

    "Law" means any
constitution, law, statute, treaty, rule, regulation, ordinance, code, binding
case law, principle of common law or notice of any Governmental
Body.

     

    "Liabilities" includes
liabilities or obligations of any nature, whether known or unknown, whether
absolute, accrued, contingent, choate, inchoate or otherwise, whether due or to
become due, and whether or not required to be reflected on a financial statement
prepared in accordance with GAAP.

     

    "Order" means any
order, injunction, judgment, decree, ruling, assessment or arbitration award of
any Governmental Body or arbitrator and any Contract with any Governmental Body
pertaining to compliance with Law.

     

    "Ordinary Course of
Business" refers to actions taken in the Company's normal operation,
consistent with its past practice and having no material adverse effect on the
financial or other condition, results of operations, assets, Liabilities,
equity, business or prospects of the Company.

     

    "Person" refers to an
individual or an entity, including a corporation, share company, limited
liability company, partnership, trust, association, Governmental Body or any
other body with legal personality separate from its equityholders or
members.

     

    "Proceeding" means any
action, arbitration, audit, examination, investigation, hearing, litigation or
suit (whether civil, criminal, administrative, judicial or investigative,
whether formal or informal, and whether public or private) commenced, brought,
conducted or heard by or before, or otherwise involving, any Governmental Body
or arbitrator.

     

    "Purchase Price" is
defined in Section
2.2.

     

    "Securities Act" means
the Securities Act of 1933.

     

    "Securities Exchange
Act" means the Securities Exchange Act of 1934.

     

    "Seller Release" is
defined in Section
2.4(a)(ii).

     

    "Seller" is defined in
the first paragraph of this Agreement.

     

    "Seller's Disclosure
Schedule" means the disclosure schedule delivered pursuant to Article 3 by
Seller to Buyer concurrently with the execution of the Agreement.

     

    "Shares" is defined in
the Preliminary Statement.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
2

     

    SALE
AND TRANSFER OF SHARES; CLOSING

     

    
      	
              2.1

            	
              SHARES

            


    

     

    Upon the
terms and subject to the conditions set forth in this Agreement, at the Closing,
Seller will sell and transfer the Shares to Buyer, and Buyer will purchase and
acquire the Shares from Seller.

     

    
      	
              2.2

            	
              PURCHASE
      PRICE

            


    

     

    The
purchase price for the Shares (the "Purchase Price") will
be paid by delivery of the Buyer’s Shares to Seller at the Closing, subject to
the Escrow agreement attached hereto as “Exhibit C”.

     

    
      	
              2.3

            	
              CLOSING

            


    

     

    The
Closing will take place at the offices of Buyer, at 10:00 a.m. (local time) on
the date that is on the date of the satisfaction or waiver of each of the
conditions set forth in Articles 5 and
6, unless Buyer
and Seller agree otherwise.

     

    
      	
              2.4  

            	
              CLOSING
      DELIVERIES

            


    

     

    At the
Closing:

     

    (a)      Seller
will deliver to Buyer:

     

    (i)           
certificates representing the Shares, duly endorsed in blank (or accompanied by
duly executed stock powers in blank);

     

    (ii)           a
release in the form of Exhibit 2.4(a)(ii) executed by Seller (the "Seller
Release");

     

    (iii)          a
certificate executed by Seller as to the accuracy of Seller's representations
and warranties as of the date of this Agreement and as of the Closing in
accordance with Section 6.1 and
as to their compliance with and performance of its covenants and obligations to
be performed or complied on or before the Closing Date in accordance with Section 6.2.

     

    (b)      Buyer
will deliver:

     

    (i)           Stock
certificates representing the Buyer’s Shares; and

     

    (ii)          a
certificate executed by the President of Buyer as to the accuracy of Buyer's
representations and warranties as of the date of this Agreement and as of the
Closing in accordance with Section 7.1 and
as to its compliance with and performance of its covenants and obligations to be
performed or complied with on or before the Closing Date in accordance with
Section 7.2.

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
3

     

    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller
represents and warrants to Buyer that:

     

    
      	
              3.1

            	
              ORGANIZATION
      AND GOOD STANDING

            


    

     

    The
Company is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, with full corporate power
and authority to conduct its business as presently conducted, to own or use the
properties and assets that it purports to own or use, and to perform all its
obligations under all its Company Contracts.

     

    
      	
              3.2

            	
              ENFORCEABILITY;
      NO CONFLICT

            


    

     

    (a)      Seller
and the Company have the absolute and unrestricted right, power, authority and
capacity to execute and deliver this Agreement and to perform their obligations
under this Agreement.  Assuming due authorization, execution and
delivery of this Agreement by Buyer, this Agreement constitutes the legal, valid
and binding obligation of Seller and the Company, enforceable against Seller and
the Company in accordance with its terms.

     

    (b)      Seller
and the Company are not and will not be required to give any notice to any
Person or obtain any Consent or Governmental Authorization in connection with
the execution and delivery of this Agreement or the consummation or performance
of any of the Contemplated Transactions.

     

    (c)      Neither
the execution and delivery of this Agreement nor the consummation or performance
of any of the Contemplated Transactions will directly or indirectly (with or
without notice or lapse of time) (i) Contravene any provision of the
Governing Documents of the Company, (ii) Contravene any Company Contract,
Governmental Authorization, Law or Order to which Company or Seller, or any of
the assets owned or used by the Company, may be subject, or (iii) result in
the imposition or creation of any Encumbrance upon or with respect to any of the
assets owned or used by the Company.

     

    
      	
              3.3  

            	
              CAPITALIZATION
      AND OWNERSHIP

            


    

     

    The
authorized equity securities of the Company consist of 100 shares of common stock,
par value $0.001 per
share, of which 100
shares are issued and outstanding.  The Shares represent all of the
issued and outstanding shares in the Company.  Seller is and will be
on the Closing Date the record holders and beneficial owners of the Shares, free
and clear of all Encumbrances.  All of the outstanding equity
securities of the Company have been duly authorized and validly issued and are
fully paid and nonassessable.  There are no Contracts relating to the
issuance, sale or transfer of any equity securities or other securities of the
Company.

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.4

            	
              FINANCIAL
      STATEMENTS

            


    

     

    Seller
has furnished to Buyer financial statements as of December 31, 2009, and
June 30, 2009 (collectively, the "Financial
Statements") which is in the form of a listing of assets and
liabilities.  The Financial Statements were prepared in accordance
with the books and records of the Company.  The Financial Statements
and notes thereto are complete and fairly present the assets, liabilities and
financial condition of the Company as of the date thereof.

     

    
      	
              3.5

            	
              NO
      UNDISCLOSED LIABILITIES

            


    

     

    The
Company has no Liabilities except for Liabilities reflected or reserved against
in the Financial Statements, and current Liabilities incurred in the Ordinary
Course of Business since the respective dates thereof.

     

    
      	
              3.6

            	
              CONTRACTS;
      NO DEFAULTS

            


    

     

    (a)      Section 3.6 of
Seller's Disclosure Schedule contains an accurate and complete list
of:

     

    (i)           each
Company Contract that involves performance of services or delivery of goods or
materials by the Company of an amount or value in excess of
$10,000;

     

    (ii)          each
Company Contract that involves performance of services for or delivery of goods
or materials to the Company of an amount or value in excess of $10,000;
and

     

    (iii)         each
Company Contract that was not entered into in the Ordinary Course of Business
and that involves the expenditure or receipt by the Company of an amount or
value in excess of $10,000.

     

    
      	
              3.7

            	
              LEGAL
      PROCEEDINGS; ORDERS

            


    

     

    (a)      There
exists no pending Proceedings (i) by or against the Company or that
otherwise relate to or may affect the business of, or any of the assets owned or
used by, the Company or (ii) that challenge, or that may have the effect of
preventing, delaying, making illegal or otherwise interfering with, any of the
Contemplated Transactions.  To Seller's Knowledge, no other such
Proceeding has been threatened, and no event has occurred or circumstance exists
that may give rise
to or serve as a basis for the commencement of any such Proceeding.

     

    (b)      There
exists no pending Order to which the Company or any of the assets owned or used
by the Company, is or has been subject.

     

    
      	
              3.8

            	
              SECURITIES
      LAW MATTERS

            


    

     

    Seller is
acquiring the Buyer’s Shares for her own account and not with a view to
distribution within the meaning of Section 2(11) of the Securities
Act.  Seller confirms that Buyer has made available to Seller the
opportunity to ask questions of the officers and management employees of Buyer
and to acquire such additional information about the business and financial
condition of Buyer as Seller has requested, and all such information has been
received.  Seller understands that Buyer Shares shall be considered
"restricted securities" as that term is defined in Rule 144 promulgated under
the Securities Act and Buyer is under no obligation to cause the registration of
the Buyer Shares.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.9

            	
              BROKERS
      OR FINDERS

            


    

     

    Seller
has not incurred any Liability for brokerage or finders' fees or agents'
commissions or other similar payment in connection with the Contemplated
Transactions.

     

    ARTICLE
4

     

    REPRESENTATIONS
AND WARRANTIES OF BUYER

     

    Buyer
represents and warrants to Seller that:

     

    
      	
              4.1

            	
              ORGANIZATION

            


    

     

    Buyer is
a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization.

     

    
      	
              4.2

            	
              ENFORCEABILITY;
      NO CONFLICT

            


    

     

    (a)      Buyer
has the absolute and unrestricted right, power and authority to execute and
deliver this Agreement and to perform its obligations under this Agreement,
which actions have been duly authorized and approved by all necessary corporate
action of Buyer.  Assuming the execution and delivery of this
Agreement by Seller, this Agreement constitutes the legal, valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its
terms.

     

    (b)      Buyer
is not and will not be required to obtain any Consent or Governmental
Authorization in connection with the execution and delivery of this Agreement or
the consummation or performance of any of the Contemplated
Transactions.

     

    (c)      Neither
the execution and delivery of this Agreement by Buyer nor the consummation or
performance of any of the Contemplated Transactions by Buyer will give any
Person the right to prevent, delay or otherwise interfere with any of the
Contemplated Transactions pursuant to (i) any provision of Buyer's
Governing Documents, (ii) any resolution adopted by the board of directors
or the stockholders of Buyer, (iii) any Law, Order or Governmental
Authorization to which Buyer may be subject or (iv) any Contract to which
Buyer is a party or by which Buyer may be bound.

     

    
      	
              4.3

            	
              BROKERS
      OR FINDERS

            


    

     

    Buyer has
not incurred any Liability for brokerage or finders' fees or agents' commissions
or other similar payment in connection with the Contemplated
Transactions.

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
5

     

    COVENANTS
OF THE PARTIES BEFORE CLOSING

     

    
      	
              5.1

            	
              ACCESS
      AND INVESTIGATION

            


    

     

    Between
the date of this Agreement and the Closing Date and upon reasonable advance
notice from Buyer, Seller will, and will cause the Company to, (a) afford Buyer
full and free access to Company’s personnel, properties, Contracts, books and
records, and other documents and data, (b) furnish such Persons with copies of
all such Contracts, books and records, and other documents and data as Buyer may
reasonably request, and (c) furnish such Persons with such additional financial,
operating and other data and information as Buyer may reasonably
request.

     

    
      	
              5.2

            	
              OPERATION
      OF THE BUSINESS OF THE COMPANY

            


    

     

    Between
the date of this Agreement and the Closing Date, Seller will, and will cause the
Company to, (a) conduct its business only in the Ordinary Course of
Business, (b) use their Best Efforts to preserve intact the current
business organization of the Company, keep available the services of the current
officers, employees and agents of the Company, and maintain relations and
goodwill with suppliers, customers, landlords, creditors, employees, agents and
others having business relationships with the Company, (c) confer with
Buyer concerning operational matters of a material nature and (d) otherwise
report periodically to Buyer concerning the status of the business, operations
and finances of the Company.

     

    
      	
              5.3

            	
              REQUIRED
      APPROVALS

            


    

     

    As
promptly as practicable after the date of this Agreement, Buyer and Seller will,
and Seller will cause the Company to, make all filings that they are required by
Law to make to consummate the Contemplated Transactions.  Between the
date of this Agreement and the Closing Date, Buyer and Seller will, and Seller
will cause the Company to, (a) cooperate with the other Party with respect
to all filings that such Party elects to make or that such Party is required by
Law to make in connection with the Contemplated Transactions, and
(b) cooperate with Buyer in obtaining any Governmental
Authorizations.

     

    
      	
              5.4

            	
              SHAREHOLDER
      APPROVAL

            


    

     

                   
Buyer does not require shareholder approval

     

    


     

    ARTICLE
6

     

    CONDITIONS
PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

     

    Buyer's
obligation to purchase the Shares and to take the other actions required to be
taken by Buyer at the Closing is subject to the satisfaction, on or before the
Closing Date, of each of the following conditions (any of which may be waived by
Buyer, in whole or in part):

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
      	
              6.1

            	
              ACCURACY
      OF REPRESENTATIONS

            


    

     

    All of
Seller's representations and warranties in this Agreement (considered both
collectively and individually) must have been accurate in all material respects
as of the date of this Agreement, and must be accurate in all material respects
as of the Closing Date as if then made.

     

    
      	
              6.2

            	
              SELLERS’
      AND COMPANY’S PERFORMANCE

            


    

     

    All of
the covenants and obligations that Seller and Company is required to perform or
to comply with under this Agreement on or before the Closing Date (considered
both collectively and individually) must have been duly performed and complied
with in all material respects.

     

    
      	
              6.3

            	
              STOCKHOLDER
      APPROVAL 

            


    

     

    The
Contemplated Transactions shall have been approved by the Buyer’s
stockholders.

    


    ARTICLE
7

     

    CONDITIONS
PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

     

    Seller's
obligation to sell the Shares and to take the other actions required to be taken
by Seller at the Closing is subject to the satisfaction, on or before the
Closing Date, of each of the following conditions (any of which may be waived by
Seller, in whole or in part):

     

    
      	
              7.1

            	
              ACCURACY
      OF REPRESENTATIONS

            


    

     

    All of
Buyer's representations and warranties in this Agreement (considered both
collectively and individually) must have been accurate in all material respects
as of the date of this Agreement and must be accurate in all material respects
as of the Closing Date as if then made.

     

    
      	
              7.2

            	
              BUYER’S
      PERFORMANCE

            


    

     

    All of
the covenants and obligations that Buyer is required to perform or to comply
with under this Agreement on or before the Closing Date (considered both
collectively and individually) must have been performed and complied with in all
material respects.

     

    ARTICLE
8

     

    TERMINATION

     

    
      	
              8.1

            	
              TERMINATION
      EVENTS

            


    

     

    Subject
to Section 8.2,
this Agreement may, by notice given before or at the Closing, be
terminated:

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (a)      by
mutual consent of Buyer and Seller;

     

    (b)      by
Buyer if the satisfaction of any condition in Article 6 is or
becomes impossible (other than through the failure of Buyer to comply with its
obligations under this Agreement) and Buyer has not waived such
condition;

     

    (c)      by
Seller if the satisfaction of any condition in Article 7 is or
becomes impossible (other than through the failure of Seller to comply with its
obligations under this Agreement) and Seller has not waived such condition;
and

     

    (d)      by
either Buyer or Seller if the Closing has not occurred (other than through the
failure of any party seeking to terminate this Agreement to comply fully with
its obligations under this Agreement) on or before February 15, 2010, or such
later date as Buyer and Seller may agree upon.

     

    
      	
              8.2

            	
              EFFECT
      OF TERMINATION

            


    

     

    Each
party's right of termination under Section 8.1 is
in addition to any other rights it may have under this Agreement or otherwise,
and the exercise of such right of termination will not be an election of
remedies.  If this Agreement is terminated pursuant to Section 8.1, all
obligations of the parties under this Agreement will terminate; provided, however,
that if this Agreement is terminated by a party because of the breach of the
Agreement by another party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied as a
result of any other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired.

     

    ARTICLE
9

     

    INDEMNIFICATION;
REMEDIES

     

    
      	
              9.1

            	
              SURVIVAL

            


    

     

    All
representations, warranties, covenants and obligations in this Agreement, and
any other certificate or document delivered pursuant to this Agreement will
survive the Closing and the consummation of the Contemplated
Transactions.

     

    ARTICLE
10

     

    GENERAL
PROVISIONS

     

    
      	
              10.1

            	
              EXPENSES

            


    

     

    Except as
otherwise expressly provided in this Agreement, each party to this Agreement
will bear its respective expenses incurred in connection with the preparation,
execution and performance of this Agreement and the Contemplated Transactions,
including all fees and expenses of its Representatives.

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              10.2

            	
              FURTHER
      ACTIONS

            


    

     

    Upon the
request of any party to this Agreement, the other parties will (a) furnish
to the requesting party any additional information, (b) execute and
deliver, at their own expense, any other documents and (c) take any other
actions as the requesting party may reasonably require to more effectively carry
out the intent of this Agreement and the Contemplated Transactions.

     

    
      	
              10.3

            	
              ENTIRE
      AGREEMENT AND MODIFICATION

            


    

     

    This
Agreement supersedes all prior agreements among the parties with respect to its
subject matter a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter.  This
Agreement may not be amended, supplemented or otherwise modified except in a
written document executed by the party against whose interest the modification
will operate.

     

    
      	
              10.4

            	
              SEVERABILITY

            


    

     

    If a
court of competent jurisdiction holds any provision of this Agreement invalid or
unenforceable, the other provisions of this Agreement will remain in full force
and effect.  Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

     

    
      	
              10.5

            	
              GOVERNING
      LAW

            


    

     

    This
Agreement will be governed by and construed under the laws of Nevada without
regard to conflicts of laws principles that would require the application of any
other law.

     

    
      	
              10.6  

            	
              COUNTERPARTS

            


    

     

    This
Agreement may be executed in two or more counterparts.

     

    The
parties have executed and delivered this Agreement as of the date indicated in
the first sentence of this Agreement.

     

    
      	
              10.7

            	
              Purchase
      Agreement

            


    

     

    This
Letter of Intent may be turned into a Purchase Agreement only if both parties
agree on the terms of Purchase and execute a new Purchase
Agreement.

    


     

    
    

     

    
      	 X-Change
      Corporation	 Nydia Del
  Valle
	 	 
	 By: 
      /S/ R. Wayne
Duke	 /S/ Nydia Del Valle
	        
      President	 


    

     

    


    Agreed
TO:

    Connected
Media Technologies, Inc.

    


    BY:  /S/ Nydia Del
Valle

             President

     

     

    
 

    
      
         


      

      
        11