Mount Knowledge Holdings, Inc - Exhibit 10.1 - Filed by
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Exhibit 10.1

DEFINITIVE AGREEMENT 

(Mount Knowledge Holdings, Inc and The Language Key Training
Ltd) 

     THIS DEFINITIVE AGREEMENT (the
“Agreement”) is made and entered into as of this 5th day October, 2010, by and
among THE LANGUAGE KEY TRAINING LTD, a British Virgin Islands Corporation, Dirk
Haddow, Mark Wood, Chris Durcan and/or Jeff Tennenbaum, individually,
(collectively hereinafter referred to as the “Sellers”), and MOUNT KNOWLEDGE
HOLDINGS, INC., a Nevada Corporation (the “Company”), (collectively referred to
as the “Parties”). 

RECITALS 

     WHEREAS, the Sellers are engaged
in the business of providing business English and communication skills training
consultancy, currently operated by Language Key Corporate Training Solutions
Ltd., a Hong Kong company and its wholly-owned subsidiary in China, The Language
Key China Ltd., a foreign invested enterprise in China and The Language Key
Training Ltd., a Hong Kong company, currently an independent corporation owned
by the Sellers, except for Jeff Tennenbaum, (collectively hereinafter referred
to as the “LK Entities”); 

     WHEREAS, the Company is a
publicly listed company on the US Over-the-Counter Bulletin Board (OTCBB: MKHD)
in the business of educational software development, sales and training offering
innovative and proprietary learning software products and teaching services;
and

     WHEREAS, the Sellers have agreed
to sell to the Company and the Company has agreed to purchase from the Sellers a
certain amount of ownership interest in one or more of the entities owned and
operated by the Sellers, including additional considerations, in accordance with
the terms and conditions set forth hereinbelow. 

     NOW, THEREFORE, in consideration
of the promises and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, agree as
follows: 

AGREEMENT 

     1. DEFINITIVE AGREEMENT.
This Agreement shall confirm the mutually understandings by and between the
Company and Sellers with respect to the transactions being completed
hereinbelow. None of the Parties shall be bound by any oral or written
statements nor any correspondence during the course of negotiations between the
Parties not stipulated in this Agreement. This Agreement, when executed, shall
supersede any and all of the terms and conditions set forth in the previously
executed Letter of Intent Amendment on or about June 28, 2010. This Agreement
shall be in full force and effect from the date of execution with respect to all
represented terms and conditions, subject to certain corporate actions and/or
documents which may require additional time to complete and/or execute, all of
which shall be completed by a mutually agreed upon closing date as defined
herein. 

     2. STOCK PURCHASE. Upon
the execution of this Agreement, Sellers hereby agree to sell to the Company,
and the Company hereby agrees to purchase from the Sellers, ordinary shares in a
private limited company to be newly formed , Language Key Asia Ltd., domiciled
in Hong Kong (“LK Asia”) consisting of approximately ninety-five (95%) percent
or more of the beneficial ownership of ordinary shares and preferred shares in
LK Asia via a newly formed private limited company, Mount Knowledge Asia Ltd.,
domiciled in Hong Kong (“MTK Asia”), to be owned 100% by the Company for the
purposes of facilitating this stock purchase transaction, and subsequent
operations. The purpose of LK Asia is to own and hold any and all of the issued shares, including any
applicable Warrants, Options, and/or other issued securities of Language Key
Corporate Training Solutions Ltd., a Hong Kong company ( “LK Training Asia”) and
its wholly-owned subsidiary in China, The Language Key China Ltd., a foreign
invested enterprise in China (the “China Subsidiary”) and The Language Key
Training, Ltd., a Hong Kong company , currently an independent corporation owned
by the Sellers which is to be acquired as a wholly-owned subsidiary of the LK
Training Asia in this proposed transaction (the “HK Subsidiary”) and/or as amend
pursuant to the terms and conditions of this Agreement, collectively hereinafter
referred to as (the “LK Entities”). This purchase of stock transaction
represents all the LK Entities as wholly-owned and operated subsidiaries of LK
Asia as set forth hereinbelow. 

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Company shall subscribe for the purchase of Ten Million
(10,000,000) shares of Ordinary B Stock of LK Asia (the “LK “B” Shares”) at a
purchase price of $0.10 per share or an aggregate purchase amount of One Million
Dollars (US $1,000,000), on terms and conditions set forth in the Subscription
Agreement, attached hereto as Exhibit A (the “LK Asia Subscription Agreement”).
Company shall pay the subscription price for the Shares in the form of cash
payments over a twelve (12) month period from the date of execution of this
Agreement, made payable to Language Key Asia, Ltd, in accordance with the LK
Subscription Agreement, made a part hereto. 

     3. ADDITIONAL
CONSIDERATIONS. Upon the execution of this Agreement, Company and Sellers
mutually agree to the following: 

          3.1 Share Purchase and
Cancellation Agreement. The Parties agree that LK Asia shall have the right
to purchase from the Sellers a total of Three Hundred One Thousand Two Hundred
Eighty-Two (301,282) Ordinary A Shares of the LK Asia (the “LK “A” Shares”),
owned and held by the Sellers, for a total purchase price of Nine Hundred Three
Thousand Eight Hundred Forty-Six and NO/100 Dollars (USD $903,846.00) or $3.00
per share (the “Purchase Price”), in accordance with the terms and conditions of
the Share Purchase and Cancellation Agreement, attached hereto as Exhibit B (the
“Share Purchase and Cancellation Agreement”), of which a portion and/or all of
the Purchase Price may paid in the form of shares of Common Stock of Mount
Knowledge Holdings, Inc. (the “MKHD Shares”), in lieu of cash payments, pursuant
to the terms and conditions of a Stock Purchase and Share Exchange Agreement
(the “Stock Purchase and Share Exchange Agreement”), made a part of the Share
Purchase and Cancellation Agreement.

          3.2 Stock Purchase
Warrant. The Company agrees to grant LK Asia (and/or LK Entities), the right
to purchase, subject to the terms and conditions set forth in the Stock Purchase
Warrant Agreement, attached hereto as Exhibit C (the “Stock Purchase Warrant
Agreement”), up to a total of four hundred eighty thousand (480,000) shares of
the Common Stock (the “MKHD Shares”) of Mount Knowledge Holdings, Inc., (the
“Warrant”) upon exercise of the Warrant along with presentation of the full
purchase price due for such Shares. The purchase price of the Shares is equal to
$0.01 per share (the "Exercise Price") for an aggregate amount of Four Thousand
Eight Hundred Dollars (USD $4,800), subject to restrictions on the number of
Shares authorized to be purchased. LK shall have the right to purchase a total
of One Hundred Twenty Thousand (120,000) Shares each one hundred eighty (180)
days from the date of the first purchase. Notwithstanding anything to the
contrary contained herein, this Warrant shall be effective at 5:00pm Eastern
Time on December 31, 2010 (the “Effective Date”) and shall expire at 5:00pm
Eastern Time on January 1, 2014 (the “Termination Date”). The Warrant is being
granted to LK Asia and/or its assigns to be used as employee stock incentives
(signing bonus) for key management personnel. 

          3.3 License Revocation and
Assignment. Sellers shall cause the cancellation of the trademark licensing
royalty agreement (the “Royalty Agreement”) with Foxglove International
Enterprises Ltd, a British Virgin Islands Corporation (the “Licensor”) and
provide a full release as required, as set forth in a license revocation/release agreement (the “License
Revocation/Release Agreement”), including the assignment to LK Asia the full and
unencumbered rights to the “Language Key” name, trademarks, service marks, and
any other intellectual property rights owned by Licensor with no limitations and
free and clear any claims against LK Asia, and/or its operation subsidiaries,
now or in the future, as set forth in an assignment agreement (the “Assignment
Agreement”), of which both agreements shall be drafted and executed on or before
October 31, 2010, in exchange for a cash payment from LK Asia in the amount of
Sixty-Six Thousand Nine Hundred Sixty Dollars (USD $66,960), due and payable to
Foxglove International Enterprises Ltd. (BVI) on the Closing Date. 

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          3.4 Payment of Royalties
Owed. The Parties agree that Foxglove International Enterprises Ltd. a BVI
company (the “Licensor”) shall be entitled to receive Royalty Payments from The
Language Key Training Ltd., a Hong Kong corporation (a subsidiary of LK Asia),
for fiscal years 2008 and 2009 in the amount of Sixty-Five Thousand Seven
Hundred and Seventy-Six Dollars (USD $65,776), due and payable in twelve (12)
equal payments of Five Thousand Four Hundred Eighty-One and 33/100 Dollars (USD
$5,481.33) in the form cash payments (wire transfer), with the first payment due
on or before October 31, 2010 and subsequent monthly payments thereafter. This
amount shall be recorded as a Current Liability due to Related Parties on the
Balance Sheet of The Language Key Training Ltd., until paid in full. 

          3.5 Use of Existing Training
Content. The Parties agree that, following the execution of this Agreement,
The Language Key Ltd. (a BVI company) and/or its successor company would be
granted a licensing right to use, rework, and/or publish certain existing
training content (excluding, content which would be development from the date of
this Agreement) owned and held by The Language Key Training Ltd. (a Hong Kong
company) and/or its successor company for a term of eighty-eight (88) years, the
terms and conditions of which will be defined in a content licensing agreement
(the “LK Existing Content Licensing Agreement”) to be drafted and executed on or
before October 31, 2010. 

     4. EVENTS PRIOR TO CLOSING. 

          4.1 Conduct of Seller’s
Business. The Sellers covenant and agree with Company that since the
previously executed Letter of Intent Amendment as of June 28, 2010 to the date
of this Agreement, the Sellers have maintained the LK Entities intact, used its
best efforts to preserve the goodwill and advantageous relationships that the
Sellers have with consultants, customers and employees, and operated only in the
ordinary course of business. Without limiting the generality of the foregoing
statement, the Sellers have not, without obtaining the Company’s prior written
consent, done any of the following: 

	 	(a) 	
      sold or disposed of any assets of LK Entities outside of
      the ordinary course of business; 

	 	 	
       

	 	(b) 	
      done any act or omitted to do any act which could cause a
      breach of or default under any contract to which the LK Entities are a
      party or by which the LK Entities are bound; 

	 	 	
       

	 	(c) 	
      modified, amended or changed any of the terms of any
      contract to which the LK Entities are a party; 

	 	 	
       

	 	(d) 	
      increased the salaries, wages, bonuses or other
      compensation of any of the employees of the LK Entities, without the prior
      written approval of the Company; or 

	 	 	
       

	 	(e) 	
      changed the terms of any existing employee benefit plan
      or adopted any new employee benefit plans, without the prior written
      approval of the Company. 



3 




          4.2 LK Restructuring Plan.
Prior to Closing, the Sellers shall effect a series of corporate actions in
order to complete a corporate restructuring of the LK Entities (the “LK
Restructuring Plan”), including, but not limited to the execution of certain
corporate documents and government filings pertaining to change of ownership and
corporate name(s) of the LK Entities, the cancellation of certain existing
agreements and the exchange of any and all shares of Common and Preferred Stock
in each respective LK entities, under a “parent-subsidiary” relationship
consisting of LANGUAGE KEY ASIA LTD. as the parent (the “LK Asia”) and the other
LK Entities subsidiaries thereof, as mutually agreed to by Sellers and Company
in writing prior to the Closing Date. 

          4.3 Additional Expense
Payments. Company has requested that certain corporate restructuring
items relating to the LK Entities (LK Restructuring Plan) be completed prior to
the Closing Date which would require additional expenses to be incurred by the
Sellers, including, but not limited to legal, accounting, government filing fees
and/or travel (the “Additional Expenses”) as mutually agree to in the previously
executed Letter of Intent Amendment on or about June 28, 2010. Upon the
execution of this Agreement, the Company will continue to advance funds, if the
full commitment of earmarked funds has not already been disbursed, for
Additional Expenses to be incurred by the Sellers, in an amount up to, but not
to exceed USD $20,000.00 (the “Additional Expense Limit”). Said Additional
Expense payments shall be deducted from the amount of payments due and payable
to Sellers from Company on the Closing Date. Any amount greater than the
Additional Expense Limit, must be pre-approved by Company in writing prior to
being incurred. 

     5. Closing and Closing Date. 

          5.1 Closing and Closing
Date. Subject to the satisfaction or waiver of each of the conditions
precedent to closing set forth herein, the closing of the transactions
contemplated by this Agreement (the "Closing") shall occur on or before October
31, 2010 or at such later date as shall be mutually agreed upon by the Parties
hereto (the "Closing Date").

          5.2 Obligations of the Sellers
at Closing. On the Closing Date, the Sellers shall deliver to the Company
all of the following amounts, documents, instruments and/or agreements: 

	 	(a) 	
      a copy of a resolution of LK Asia, executed by all
      shareholders of LK Asia, as well as copies of the resolutions of its
      subsidiaries, providing consent to the transactions contemplated hereby;
      

	 	 	
       

	 	(b) 	
      a share certificate in the name and amount as set forth
      in the LK Asia Subscription Agreement; and 

	 	 	
       

	 	(c) 	
      all other documents, instruments and agreements referred
      to herein and attached hereto as Exhibits to this Agreement.
  



          5.3 Obligations of
Company. On the Closing Date, the Company shall deliver to the Sellers all
of the following amounts, documents, instruments and/or agreements: 

	 	(a) 	
      a copy of the corporate resolutions of Company and/or its
      subscribing subsidiary, MTK Asia, executed by duly authorized directors of
      the same, providing consent to the transactions contemplated hereby;
    

	 	 	
       

	 	(b) 	
      wire transfers in the respective amounts and on the
      respective dates as set forth in this Agreement and in subsequent
      agreements defined herein in this Agreement by respective Exhibits, made a
      part hereto; and 



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	 	(d) 	
      any and all other documents, instruments and agreements
      referred to herein and attached hereto as Exhibits to this Agreement.
    



          5.4 Post-Closing Acts. At
any time, and from time to time after the Closing Date, without the payment of
any further consideration, the Parties hereto shall duly execute, acknowledge
and deliver such assignments, conveyances, instruments of transfer, and other
documents, and will take such other action consistent with the terms of this
Agreement, as may be necessary for the purpose of giving effect to this
Agreement. 

     6. Conditions Precedent to Closing. 

          6.1 General Conditions. 

	 	6.1.1 	
      Reconsolidation and Audit of LK Asia Financials:
      The Parties agree that, prior to Closing, LK Asia’s financial statements
      for Calendar Years 2008, 2009, and 2010 shall be reconsolidated based upon
      the LK Restructuring Plan described in Section 4.2, completed and
      certified by a PCAOB registered accounting firm as required by the
      Securities and Exchange Commission (SEC) and as set forth by the Sarbanes–
      Oxley Act. Further, to the extent and in the manner(s) deemed necessary by
      LK Asia and Company’s PCAOB registered auditors, the reconsolidated
      financial statements for the Calendar Years 2008 and 2009 shall be
      audited. Fees for the reconsolidation of LK Asia’s financial statements
      shall be paid by LK Asia from capital received from Company. Fees for the
      US audit of LK Asia’s reconsolidated financial statements shall be paid
      directly by Company. 

	 	 	
       

	 	6.1.2 	
      Change of Legal Representative of all LK Entities:
      The Parties agree that, on or before Closing, any and all documents
      required to change the Legal Representative of LK Entities in Mainland
      China (which include the Wholly Owned Foreign Enterprise (“WOFE”) in
      Shanghai, as well as its registered Branch Offices in Shanghai, Beijing,
      and Shenzhen) from Mark Wood to Dirk Haddow, shall be executed, including
      any and all required documents to register the Shanghai Branch Office at
      its new address with the appropriate tax authorities. All such documents
      shall be prepared in advance prior to the Closing Date by LK Asia and the
      respective Sellers. 

	 	 	
       

	 	6.1.3 	
      MTK Asia and LK Asia Board of Directors: Prior to
      Closing, the Parties agree to form two (2) separate Boards of Directors
      for MTK Asia and LK Asia, respectively, each consisting of five (5)
      members; two (2) of which shall be appointed by the Sellers, representing
      the Sellers, with the remaining three (3) to be appointed by Company. Said
      Boards shall provide corporate governance, oversight, and have the fiscal
      responsibility for all of the activities of MTK Asia and LK Asia,
      respectively. 

	 	 	
       

	 	6.1.4 	
      Employment Contacts: Prior to Closing, Company or
      MTK Asia shall agree to the terms and conditions of Employment Agreements
      for senior management of LK Asia. Any Employment Agreements executed prior to or on
      the Closing Date shall be for a term of one-to-three years as determined
      by the Board of Directors of LK Asia and, including a provision that
      entitles LK Asia to amend any existing Employment Agreement at any time
      during the term for the inclusion of company approved incentive programs
      developed after the Closing Date. 



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	 	6.1.5 	
      Employee Stock Option Plan: On or before January
      1, 2011 or other date as mutually agreed to by the Board of Directors of
      MTK Asia and/or LK Asia, Company agrees to offer to the employees of LK
      Asia and its subsidiaries the ability to participate in an Employee Stock
      Option Plan (the “ESOP)” implemented by the Company. The ESOP shall be a
      standard program offered by the Company to all its employees worldwide,
      employed directly by the Company or by an operating subsidiary, subject to
      certain performance based criteria. 

	 	 	
       

	 	6.1.6 	
      E-Portal Development Plan: Prior to Closing, LK
      Asia and Company (and/or an entity that represents technology development
      for the Company), shall agree to a technological development plan (and
      budget) for the creation and implementation of a web-based learning
      platform (E-Portal) to be offered by LK Asia as a product and/or service
      offering to existing and future clients of LK Asia. The technology shall
      be owned by Company and/or LK Asia under certain licensing terms and
      conditions to be determined and set forth in an executed agreement between
      the parties. 



          6.2 Conditions Precedent to
Company's Obligations. The obligation of the Company to consummate the
transactions contemplated by this Agreement is expressly subject to the
satisfaction, on or prior to the Closing Date, of all of the following
conditions (compliance with which or the occurrence of which may be waived in
whole or in part by Company in writing):

	 	6.2.1 	Each representation and warranty of the Sellers contained in this
      Agreement shall be true in all material respects on the Closing Date.
  
	 	 	
       

	 	6.2.2 	
      The Sellers shall have performed and complied in all
      material respects with all covenants and conditions required by this
      Agreement to be performed prior to the Closing Date. 

	 	 	
       

	 	6.2.3 	
      There shall have been no material adverse change in the
      LK Entities or the financial condition of the LK Entities. 

	 	 	
       

	 	6.2.4 	
      No action or proceeding shall have been instituted before
      any court or governmental agency to restrain or prohibit, or to obtain
      damages in respect of, this Agreement, or the consummation of the
      transactions contemplated herein. 

	 	 	
       

	 	6.2.5 	
      All licenses, leases, permits, authorizations, approvals,
      and assignments that may, in the reasonable opinion of Company or its
      counsel, be necessary or desirable to enable Company to own, use and operate the LK Entities
      after the Closing Date shall have been assigned to Company and shall be in
      full force and effect immediately upon Closing. 



6 





	 	6.2.6 	
      The Company shall have satisfied itself that the patents,
      patent applications, patent rights, trade name, trademarks, technology and
      know-how relating to the LK Entities can be effectively transferred from
      Foxglove International Enterprises, Ltd. to the LK Asia on the Closing
      Date. 

	 	 	
       

	 	6.2.7 	
      All contracts and/or agreements of the Sellers related to
      the LK Entities (except any Employment Agreements referred to in Section
      6.1.4) shall be transferable to and assumable by LK Asia, and subsequently
      MTK Asia on the Closing Date. 

	 	 	
       

	 	6.2.8 	
      All documents and instruments executed and delivered and
      all actions taken in connection with this Agreement and the transactions
      contemplated hereby shall be satisfactory to Company and its counsel.
    

	 	 	
       

	 	6.2.9 	
      On the Closing Date, the Sellers shall provide Company
      with evidence of marketable title to any assets of the LK Entities free
      and clear of any and all liens, claims, and encumbrances, except for the
      liens, claims and encumbrances as disclosed to Company prior to the date
      of execution of this Agreement. 

	 	 	
       

	 	6.2.10 	
      All persons and/or entities that have filed or claim any
      liens, claims, or encumbrances on any of the assets of the LK Entities
      shall have been executed and delivered to the Company as of the Closing
      Date, including appropriate termination statements which are sufficient to
      release any existing liens, claims, and encumbrances which would prevent
      the Company from claiming free, clear, and unencumbered title in the LK B
      Shares and subsequently the ownership of the LK Entities’ assets.
  



          6.3 Conditions Precedent to
Seller’s Obligations. The obligation of Sellers to consummate the
transactions contemplated by this Agreement is expressly subject to the
satisfaction, on or prior to the Closing Date, of all of the following
conditions (compliance with which, or the occurrence of which, may be waived in
whole or in part by Sellers in writing): 

	 	6.3.1 	
      Each and every representation and warranty of Company
      contained in this Agreement shall be true in all material respects at the
      Closing. 

	 	 	
       

	 	6.3.2 	
      No action, suit or proceeding shall have been instituted
      before any court or governmental agency to restrain or prohibit, or to
      obtain damages in respect of, this Agreement, or the consummation of the
      transactions contemplated herein. 



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	 	6.3.3 	
      The Company shall have performed and complied in all
      material respects with all obligations, covenants and conditions required
      by this Agreement to be performed prior to the Closing Date. 

	 	 	
       

	 	6.3.4 	
      Sellers shall cause the cancellation of any and all
      sub-licensing agreements by and between the Sellers, Licensor, and/or any
      other affiliated companies relating to the Royalties granted to Sellers
      and re-assign such ownership rights to LK Asia. 

	 	 	
       

	 	6.3.5 	
      Sellers shall cause the execution of any and all
      applicable release agreements by and between the Sellers, including
      affiliated companies, to release the newly restructured LK Asia and its
      subsidiaries, jointly and severally, from any and all claims any entity or
      individual related to the Sellers may have now or in the future against
      the Company, MTK Asia and/or LK Asia and its subsidiaries as a result of
      this Agreement, or the transactions contemplated hereby.




     7. Representation and Warranties. 

          7.1 Representations and
Warranties of the Sellers. The Sellers hereby represents and warrants to the
Company that the following will be true and correct as of the Closing Date,
knowing and intending that the Company will rely thereon: 

	 	7.1.1 	
      Organization Authority. Sellers consist of
      corporations duly organized, validly existing and in good standing under
      the laws of the British Virgin Islands, Hong Kong and the People’s
      Republic of China (as the case may be). Sellers have full power and
      authority to enter into and perform: (i) this Agreement and (ii) all
      documents and instruments to be executed by Sellers pursuant to this
      Agreement (collectively, “Sellers’ Ancillary Documents”). This Agreement
      and Sellers’ Ancillary documents will be duly executed and delivered by
      duly authorized officers of Sellers at Closing. This Agreement constitutes
      a valid and legally binding obligation of Sellers, enforceable against
      Sellers in accordance with its terms (except to the extent that
      enforcement may be affected by laws relating to bankruptcy,
      reorganization, insolvency and creditors’ rights and by the availability
      of injunctive relief, specific performance and other equitable remedies.)
      

	 	 	
       

	 	7.1.2 	
      Absence of Undisclosed Liabilities. Except as
      disclosed to Company by the Sellers prior to the Closing Date, the Sellers
      are subject to no liabilities or obligations of any nature, whether
      absolute or contingent, which if asserted against Company, would have a
      materially adverse effect on the assets of the LK Entities. 

	 	 	
       

	 	7.1.3 	
      Litigation. There are no legal, administrative,
      arbitration or other proceedings or governmental investigations pending
      or, to the best of the Sellers’ knowledge, threatened against or otherwise
      affecting the Sellers, the LK Entities, or its assets.




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	 	7.1.4 	
      Compliance With Applicable Law. The Sellers have
      complied in all material respects with all applicable laws, rules and
      regulations of any governmental agency or entity, and no consent, approval
      or authorization of any governmental authority is required of the Sellers
      in connection with the execution or delivery of this Agreement, or the
      consummation of the transactions contemplated hereby. 

			
      

	 	7.1.5 	
      Taxes. The Sellers have paid, and up to the
      Closing Date will have either paid or have fully accrued for, all personal
      property, sales, employment, franchise, state, federal, and local taxes of
      whatsoever kind or nature to the appropriate state, local and/or federal
      agencies and governmental entities, which have arisen or accrued in
      connection with the assets of the LK Entities. In addition, the Sellers
      have filed all tax returns on the LK Entities that it was required to file
      up to and including the Closing Date. To the best knowledge of Sellers,
      all of these tax returns are correct and complete, and all taxes owed by
      the Sellers (whether or not shown on any such tax return) have been paid.
      The Sellers have withheld and paid all taxes required to have been
      withheld and paid in respect of compensation and other amounts paid to any
      employee or independent contractor. 

			
      

	 	7.1.6 	
      Title to LK Entities Assets. The Sellers have good
      and unencumbered title to the assets of the LK Entities, free and clear of
      any and all liens, claims, and encumbrances, as of the Closing Date other
      than encumbrances disclosed to the Company in writing prior to Closing
      Date. 

			
      

	 	7.1.7 	
      Absence of Material Adverse Changes. Since June
      28, 2010, there has been no material adverse change with respect to the
      rights, properties, assets, liabilities, operations or prospects of the LK
      Entities or its assets, and the LK Entities has been conducted by the
      Sellers only in the ordinary course of business. 

			
      

	 	7.1.8 	
      Employee Benefits. The Sellers have heretofore
      delivered to Company a list of all employee benefit plans (the “Benefit
      Plan”) that the Sellers have maintained or contributed to or in which its
      employees have participated at any time. In the case of each Benefit Plan
      listed: (a) the plan complies in form and in operation in all material
      respects with the applicable requirements of laws in which operation is
      domiciled (or complied in form and operation while Sellers maintained or
      contributed to the Plan or its employees participated in the Plan), (b)
      all required contribution to, or premiums or other payments in respect of
      the plan have been paid, and all required reports and descriptions have
      been filed with the proper government authority or distributed to
      participants, as appropriate, (c) there have been no “reportable events”
      or “prohibited transactions” in respect of the plan, and (d) no event has
      occurred in respect of any plan or investment of any plan assets that
      could result in the imposition of any liability on Company. 

			
      

	 	7.1.9 	Employee Health and Safety. The Sellers have, in all material
      respects, complied with and do not have any liability under any applicable
      Occupational Health and Safety Act. The Sellers have also complied with all
      applicable laws and orders concerning employee health and safety arising
      in connection with the services, ownership and operation of the LK
      Entities and/or its assets. 


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	 	7.1.10 	
      Insurance. The Sellers have heretofore delivered
      to the Company a listing and description of all insurance policies carried
      and maintained by the Sellers relating to the LK Entities, including,
      without limitation, general and product liability insurance, property
      damage insurance, and statutory workers’ compensation insurance or
      on-the-job medical insurance. 

	 	 	
       

	 	7.1.11 	
      Intellectual Property. To the best of the Sellers’
      knowledge, (a) the Sellers have full right to own and/or use without the
      payment of any royalties all intellectual property that the Sellers
      currently owns, licenses and/or uses in connection with the LK Entities
      (collectively, the “Sellers Intellectual Property”), and (b) the Sellers
      Intellectual Property does not infringe the rights of any third party.
    

	 	 	
       

	 	7.1.12 	
      Contracts. The Sellers have heretofore delivered
      to the Company a list of all material contracts to which the Sellers are a
      party or by which the Sellers are bound. 

	 	 	
       

	 	7.1.13 	
      Accounts and Notes Receivable. All accounts
      receivable transferred to LK Asia as part of the LK Asia assets arose out
      of bona fide transactions in the ordinary course of business and are
      collectible in full in accordance with their terms and at their recorded
      amounts. 

	 	 	
       

	 	7.1.14 	
      Noncontravention. The execution, delivery and
      performance by the Sellers of this Agreement and the Sellers’ Ancillary
      Documents, and the consummation of the transactions contemplated hereby
      and thereby, does not and will not (i) violate any provision of the
      organizational documents of the Sellers, (ii) conflict with, or result in
      a breach of, or constitute a default under, or result in the termination,
      cancellation or acceleration (whether after the filing of notice or lapse
      of time or both) of any right or obligation of the Sellers under any
      agreement, contract, license, permit, commitment or arrangement to which
      the Sellers are a party or by which they are bound or to which any of
      their assets are subject, or (iii) violate or result in a breach of or
      constitute a default under any judgment, order, injunction, decree, law,
      rule, regulation or other restriction of any court or governmental
      authority to which the Sellers are subject other than in the case of
      clause (ii), such conflicts, breaches, defaults, terminations,
      cancellations or accelerations as would not have a material adverse effect
      on the Sellers. 

	 	 	
       

	 	7.1.15 	
      Related Party Interests. Other than those
      liabilities being retained as set forth in Section 3 hereinabove or which
      will be satisfied at Closing, there are no outstanding liabilities or
      obligations for amounts owing to or from, or contracts or other
      commitments or arrangements between any shareholder or employee of Sellers and Sellers relating to the LK Entities or its
      assets. No shareholder or employee of Sellers have any cause of action or
      other claim against the Sellers or the LK Entities or its assets or
      directly or indirectly beneficially own any debt, equity, other interest
      or investment in any corporation, firm or entity which is a competitor,
      customer or supplier of Sellers, except securities of any publicly-held
      corporation which do not exceed five (5%) percent of the outstanding
      voting securities of such corporation.
  



10 





	 	7.1.16 	
      Full Disclosure. The Schedules, Exhibits and all
      other certificates, documents, and instruments that have been, or will be,
      furnished by Sellers pursuant to this Agreement (unless supplemented at
      Closing) will be, as of the Closing, true, complete and accurate in all
      material respects. None of the representations and warranties made by
      Sellers in this Agreement or any Schedule, Exhibit, certificate or other
      document furnished by it, or on its behalf, under this Agreement contains
      or will contain any misstatement or untrue statement of a material fact or
      omits any material fact, the omission of which would make the statements
      contained herein or therein materially misleading.




          7.2 Representations and
Warranties of Company. Company represents and warrants that the following
will be true and correct as of the Closing Date, knowing and intending that
Sellers will rely thereon: 

	 	7.2.1 	
      Company and MTK Asia are corporations duly organized,
      validly existing and in good standing under the laws of the State of
      Nevada, United States of America and Hong Kong. 

	 	 	
       

	 	7.2.2 	
      Company has full power and authority to enter into and
      perform (i) this Agreement and (ii) all documents and instruments to be
      executed by Company pursuant to this Agreement (collectively, the
      “Company’s Ancillary Documents”). This Agreement and Company’s Ancillary
      documents will be duly executed and delivered by duly authorized officers
      of Company at Closing. This Agreement constitutes a valid and legally
      binding obligation of Company, enforceable against Company in accordance
      with its terms (except to the extent that enforcement may be affected by
      laws relating to bankruptcy, reorganization, insolvency and creditors’
      rights and by the availability of injunctive relief, specific performance
      and other equitable remedies). 

	 	 	
       

	 	7.2.3 	
      No consent, authorization, order or approval of, or
      filing or registration with, any governmental authority or other person is
      required for the execution and delivery by Company of this Agreement and
      Company’s Ancillary Agreements, and the consummation by Company of the
      transaction contemplated by this Agreement and Company’s Ancillary
      Documents. 



11 





	 	7.2.4 	
      Neither the execution and delivery of this Agreement and
      Company’s Ancillary Documents by Company, nor the consummation by Company
      of the transactions contemplated hereby, will conflict with or result in a
      breach of any of the terms, conditions or provisions of Company’s
      organizational documents, or of any statute or administrative regulation,
      or of any order, writ, injunction, judgment or decree of any court or
      governmental authority or of any arbitration award.




     8. Survival of Representations; Indemnification Agreements
and Certain Other Matters. 

          8.1 Survival. All
representations, warranties, covenants and agreements contained in this
Agreement and in any Exhibits, Schedules, certificates, documents or statements
delivered pursuant hereto, shall survive the Closing Date as follows: (a) those
that relate to the transfer of good title to the LK Entities and its assets
shall survive the Closing Date indefinitely; (b) those with respect to which
Company has a right to seek indemnification from Sellers as a result of any
third-party claim and those with respect to which Sellers has a right to seek
indemnification from Company as a result of any third-party claim shall survive
the Closing Date for the maximum period of time allowed by law under which such
third party may bring such claim; and (c) all other representations and
warranties shall survive the Closing Date for a period of three (3) years,
commencing on the Closing Date. 

          8.2 Indemnification by the
Sellers. Sellers shall indemnify, defend and hold harmless Company
and each of its directors, officers, employees, representatives and agents, and
their respective affiliates (collectively, the “Company’s Indemnified Parties”)
from and against any and all claims, demands, losses, costs, expenses,
obligations, judgments, amounts paid in settlement, liabilities, damages,
recoveries and deficiencies, including, interest, fines, penalties and
reasonable attorneys fees and expenses (collectively “Liabilities”), that any
Company Indemnified Party shall incur or suffer, which arise, result from, or
relate to: (a) any inaccuracy or any breach of any representation or warranty of
Sellers or failure to perform any covenant made by or on behalf of Sellers
contained in this Agreement, or in any Exhibit, Schedule or other instrument
furnished or to be furnished by Sellers pursuant to this Agreement; (b) any and
all excluded Liabilities; or (c) the operation of the LK Entities by Sellers
prior to the Closing except for any liabilities disclosed to the Company in
writing prior to the Closing Date. 

          8.3 Indemnification by the
Company. Company shall indemnify, defend and hold harmless Sellers and each
of its shareholders, directors, officers, employees, representatives and agents,
and their respective affiliates (collectively, “Sellers’ Indemnified Parties”)
from and against all Liabilities that any Sellers’ Indemnified Party shall incur
or suffer, which arise, result from, or relate to: (a) any inaccuracy or breach
of any representation or warranty of the Company or failure to perform any
covenant made by or on behalf of the Company contained in this Agreement, or in
any Exhibit, Schedule or other instrument furnished or to be furnished by
Company or MTK Asia pursuant to this Agreement; (b) any and all failures by
Company to pay or otherwise fully perform each of the liabilities disclosed to
the Company in writing prior to the Closing Date; or (c) the operation of the LK
Entities by Company after the Closing Date. 

          8.4 Notice of Claim.
Promptly upon obtaining knowledge of any claim, event, facts or demand which has
given rise to, or could reasonably give rise to, a claim for indemnification
hereunder, any party seeking indemnification under this Article (an “Indemnified
Party’) shall give written notice of such claim (“Notice of Claim”), to the
party from which indemnification is sought (an “Indemnifying Party"),” setting
forth the amount of the Claim. The Indemnified Party shall furnish to the
Indemnifying Party in reasonable detail, such information as it may have with
respect to such indemnification claim (including copies of any summons,
complaint or other pleading which may have been served on it and any written
claim, demand, invoice, billing or other document evidencing or asserting the
same). No failure or delay by the Indemnified Party in the performance of the
foregoing shall reduce or otherwise affect the obligation of any Indemnifying
Party to indemnify and hold the Indemnified Party harmless, except to the extent
that such failure or delay shall have adversely affected the Indemnifying
Party’s ability to defend against, settle or satisfy any liability, damage,
loss, claim or demand for which the Indemnified Party is entitled to
indemnification hereunder.

12 




          8.5 Election to Defend. If
the claim or demand set forth in the Notice of Claim given by the Indemnified
Party pursuant to Section 8.4 of this Agreement is a claim or demand asserted by
a third party, the Indemnifying Party shall have fifteen (15) days after the
Date of the Notice of Claim (as that term is hereinafter defined) to notify the
Indemnified Party in writing of its election to defend such third party claim or
demand on behalf of the Indemnified Party. If the Indemnifying Party elects to
defend such third party claim or demand, the Indemnified Party shall make
available to the Indemnifying Party and its agents and representatives all
records and other materials which are reasonably required in the defense of such
third party claim or demand and shall otherwise cooperate with, and assist the
Indemnifying Party in the defense of, such third party claim or demand, and so
long as the Indemnifying Party is defending such third party claim or demand in
good faith, the Indemnified Party shall not pay, settle or compromise such third
party claim or demand. If the Indemnifying Party elects to defend such third
party claim or demand, the Indemnified Party shall have the right to participate
in the defense of such third party claim or demand, at its own expense. If the
Indemnifying Party does not elect to defend such third party claim or demand, or
does not defend such third party claim or demand in good faith the Indemnified
Party shall have the right, in addition to any other right or remedy it may have
hereunder, at the Indemnifying Party’s expense, to defend such third party claim
or demand; provided, however, that (a) the Indemnified Party shall not have any
obligation to participate in the defense of, or defend, any such third party
claim or demand; and (b) the Indemnified Party’s defense of or its participation
in the defense of any such third party claim or demand shall not in any way
diminish or lessen the obligations of the Indemnifying Party under the agreement
of indemnification set forth in this Section 8.

          8.6 Date of Notice of
Claim. The term “Date of the Notice of Claim” as used in this Section 8
shall mean: 

	 	8.6.1 	
      the third business day after the date of the postmark on
      the registered or certified mail containing the Notice of Claim, or;
    

	 	 	
       

	 	8.6.2 	
      the date of such personal delivery or delivery by courier
      or electronic facsimile, if the Notice of Claim is personally delivered or
      delivered via a reputable courier service (such as Federal Express), with
      receipt confirmed, or sent by electronic facsimile (with receipt
      confirmed). 



13 




     9. General Provisions. 

          9.1 Legal and Accounting
Fees. The Sellers and the Company shall each be responsible to pay their
respective legal and accounting fees incurred by them in connection with the
transactions contemplated by this Agreement, unless otherwise mutually agreed to
in writing. 

          9.2 Waiver of Breach. All
waivers under this Agreement shall be in writing. Any waiver by a party of the
breach of any provision or of any condition precedent of this Agreement shall
not operate as a waiver of any subsequent breach of that provision or as a
waiver of the breach of any other provision or of any other condition precedent.


          9.3 Severability. If any
one or more provisions of this Agreement shall be adjudged or declared illegal
or unenforceable, the same shall not in any way affect or impair the validity or
enforceability of all or any other provision of this Agreement. 

          9.4 Governing Law. This
Agreement and the performance hereof shall be construed and interpreted in
accordance with the laws of the State of Nevada, of The United States of
America. Any dispute arising under or out of this Agreement shall be submitted
for resolution to an applicable state or federal court of competent jurisdiction
that is located in the State of Nevada, of The United States of America.


          9.5 Venue; Waivers. The
Company and Sellers irrevocably agree that all actions or proceedings in any
way, manner or respect, arising out of or from or related to this Agreement
shall be litigated in courts having sites within the County of Clarke, State of
Nevada, of The United States of America. The Company and Sellers hereby waive
any right they may have to transfer or change the venue of any litigation
brought by another party hereto in accordance with this paragraph. 

          9.6 Assignment. No party
may assign its rights, interest or obligations under this Agreement without the
prior approval in writing of the other party. 

          9.7 No Third Party
Beneficiaries. This Agreement shall not confer any rights or remedies on any
person other than the Parties and their respective successors and permitted
assigns. 

     9.8 Entire Agreement. This
Agreement constitutes the entire agreement between the Parties hereto in
connection with the subject matter hereof. This Agreement may not be modified,
amended, altered or extended orally, and no modification shall be effective
unless in writing and signed by all the Parties hereto. 

          9.9 Binding Agreement.
This Agreement shall be binding upon and inure to the benefit of the Parties
hereto, their respective heirs, representatives, successors and assigns.


          9.10 Notices. All notices,
requests, demands and other communications required or permitted to be given
hereunder shall be in writing, and shall be deemed to have been given, when
received, if delivered in person or by a reputable courier service (such as
Federal Express), or three (3) business days following mailing, if mailed by
certified mail, return receipt requested, postage prepaid, as follows:
 

14 




	 	 	 
	 	IF TO SELLERS: 	LANGUAGE KEY TRAINING LTD., 
	 	  	DIRK HADDOW, MARK WOOD, CHRIS DURCAN,
  
	 	  	AND/OR JEFF TENNENBAUM 
	 	  	  
	 	  	10/F, China Merchants Commercial
      Building 
	 	  	15-16 Connaught Road West 
	 	  	Sheung Wan, Hong Kong 
	 	  	Attn: Dirk Haddow, CEO 
	 	  	  
	 	  	Ph. (852) 21470519 
	 	  	Fx. (852) 25173534 
	 	  	Email: training@languagekey.com 
	 	  	  
	 	  	  
	 	IF TO COMPANY: 	MOUNT KNOWLEDGE HOLDINGS, INC. 
	 	  	  
	 	  	39555 Orchard Hill Place 
	 	 	Suite 600 PMB
  6096  
	 	 	Novi, Michigan
    48375  
	 	  	Attn: Daniel A. Carr, President and CEO
    
	 	  	  
	 	  	Ph. (248) 468-4688 
	 	  	Fx. (248) 671-5080 
	 	 	Email:
    dcarr@mkhd.net  


          9.11 Exhibits and
Schedules. The Exhibits and Schedules attached hereto constitute an integral
part of this Agreement. Terms defined in this Agreement that are used in any
Exhibit or Schedule attached hereto and are not otherwise defined therein shall
have the meanings assigned to such terms in this Agreement. Terms defined in any
Exhibit or Schedule attached hereto that are used in this Agreement or in any
other Exhibit or Schedule which are not otherwise defined herein shall have the
meanings assigned to such terms in such Exhibit or Schedule. 

          9.12 Headings. The
headings contained in this Agreement are for convenience of reference only and
shall not affect the meaning and interpretation of this Agreement. 

          9.13 Counterparts. This
Agreement may be executed in multiple counterparts, each of which will be
considered an original but all of which will constitute the same instrument,
notwithstanding that fewer than all of the Parties have signed the same
counterpart. A counterpart signature page transmitted by facsimile machine will
be given the same effect as an original signature page. Any party signing this
Agreement by facsimile must provide the other Parties with a manually signed
signature page within ten (10) days after the date of this Agreement.


15 




IN WITNESS WHEREOF, the Parties hereto have caused this
Definitive Agreement to be duly executed on the date and year first appearing
above. 

	WITNESSES: 	 	SELLERS 
	  	 	THE LANGUAGE KEY TRAINING LTD., 
	  	 	A British Virgin Island Corporation
  
	Print Name: 	 	  
	  	 	  
	  	 	/s/ Dirk Haddow 
	Print Name:   	 	BY: Dirk Haddow 
	  	 	  
	  	 	  
		 	ITS: President and CEO 
	Print Name: 	 	  
	 	 	 
	  	 	/s/ Dirk Haddow 
	Print Name:   	 	BY: Dirk Haddow, Individually 
	  	 	  
	  	 	  
	  	 	/s/ Mark Wood 
	 Print Name:  	 	BY: Mark Wood, Individually 
	  	 	  
	  	 	  
	  	 	/s/ Jeff Tennenbaum 
	Print Name:   	 	BY: Jeff Tennenbaum, Individually 
		 	  


16 





	WITNESSES: 	 	  
		 	  
	  	 	  
	Print Name:   	 	/s/ Chris Durcan 
	  	 	BY: Chris Durcan, Individually 
		 	  
	Print Name:   	 	  
	  	 	  
	WITNESSES: 	 	COMPANY 
	 	 	 
	  	 	  
	Print Name:   	 	MOUNT KNOWLEDGE HOLDINGS, INC., 
	  	 	A Nevada Corporation, USA 
		 	  
	  	 	  
	  	 	/s/ Daniel A. Carr 
	  	 	BY: Daniel A. Carr 
	Print Name: 	 	ITS: President and CEO



17 




EXHIBIT A 

LK ASIA SUBSCRIPTION AGREEMENT 

 

 

18 




EXHIBIT B 

SHARE PURCHASE AND CANCELLATION AGREEMENT 

 

 

19 




EXHIBIT C 

STOCK PURCHASE WARRANT AGREEMENT 

 

 

20