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EXHIBIT 10.1
LETTER OF INTENT
THIS LETTER OF INTENT (the "LOI"), is entered into by and,
BETWEEN: ADVANCED MESSAGING SOLUTIONS, INC., a Nevada corporation having an
office at 2377 Gold Meadow Way, Suite 100, Gold River, California
U.S.A. 95670
("COMPANY")
AND: SHENZHEN CC POWER CORPORATION, a People's Republic of China company
having an office at Room 706, Cyber Times Tower B, Tairan Road,
Futian District, Shenzhen, China 518040
("CC POWER")
BACKGROUND AND PURPOSE
The Company is a publicly traded company with the ticker symbol "ADMS" on the
United States over-the-counter (OTC) bulletin board securities market.
The Company wishes to acquire CC Power through a reverse acquisition and
believes CC Power to have a valuable existing business providing mobile phone
and internet products through monthly subscriptions to large cellular phone
carriers and OEM partners.
The Company and the stockholders of CC Power wish to enter into a voluntary
share exchange transaction whereby the Company would acquire all of the issued
and outstanding shares of CC Power in exchange for the issuance to the
stockholders of CC Power or their nominees of fifty and one half percent (50.5%)
ownership interest in the Company (on a post-Closing basis).
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements and representations
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Except for the provisions in Paragraphs 1 and 9-16, this proposal is
expressly intended to be non-binding and subject to the satisfactory
completion of due diligence and the negotiation of mutually acceptable
definitive agreements between the Company and CC Power with regard to this
transaction.
2. The Company and CC Power agree that they will enter into a definitive
agreement containing substantially the same terms and provisions as set
forth in Paragraphs 3-8 of this LOI within sixty (60) days from the date of
execution of this LOI (the "DEFINITIVE AGREEMENT").
3. Upon the satisfaction of the conditions set forth herein and in the
Definitive Agreement, the Company will acquire all of the issued and
outstanding capital stock of CC Power in exchange for the issuance to the
stockholders of CC Power or their legal nominees (the "NEW STOCKHOLDERS")
of fifty and one half percent (50.5%) of the outstanding common stock of
the Company (the "EXCHANGE"). Upon Closing, CC Power shall become a
wholly-owned subsidiary of the Company.
4. The parties agree that if CC power enters into a corporate restructuring,
the terms and conditions of this LOI shall be construed broadly to meet the
intent of the parties in this LOI. Both parties acknowledge that CC Power
may restructure itself such that all of its issued and outstanding capital
stock is owned by a non-PRC entity ("PARENT"). As such, the Exchange shall
occur between the Company, CC Power, Parent, and the stockholders of
Parent.
5. The closing of the Exchange (the "CLOSING") shall occur on or before thirty
(30) days from the date on which CC Power completes the audit of its
financial statements as required to be filed by the Company upon the
Closing in accordance with the Securities Exchange Act of 1934, as amended.
6. After Closing, the Board of Directors of the Company shall comprise of
three (3) directors. The New Stockholders shall have the right to nominate
two directors to the Board of Directors of the Company.
7. The officers of CC Power shall become the officers of the Company at
Closing.
8. The Definitive Agreement shall contain customary representation and
warranties, covenants and indemnification provisions.
9. In consideration of the time and effort the Company will incur to pursue
this transaction, CC Power agrees that (except for a capital financing by
CC Power approved by the Company), from the date of execution of this LOI
(or, if sooner, until such time as the parties agree in writing to
terminate this LOI) until the Closing, neither CC Power nor its
stockholders nor any person or entity acting on their behalf will in any
way directly or indirectly (i) solicit, initiate, encourage or facilitate
any offer to directly or indirectly purchase CC Power or any of its assets
or equity, (ii) enter into any discussions, negotiations or agreements with
any person or entity which provide for such purchase, or (iii) provide to
any persons other than the Company or its representatives any information
or data related to such purchase or afford access to the properties, books
or records of CC Power to any such persons. If CC Power, its stockholders
or its representatives receive any inquiry or proposal offering to purchase
CC Power or any part of its assets or equity, CC Power will promptly notify
the Company.
10. No party hereto will make any disclosure or public announcements of the
proposed transactions, the LOI or the terms thereof without the prior
knowledge of the other parties, which shall not be unreasonably withheld,
or except as required by relevant securities laws; provided, however, the
Company may issue press releases in the ordinary course of business.
11. Each party agrees and acknowledges that such party and its directors,
officers, employees, agents and representatives will disclose business
information and information about the proposed transaction in the course of
securing financings for the Company and CC Power and that the parties and
their representatives may be required to disclose that information under
the continuous disclosure requirements of the Securities Exchange Act of
1934.
12. This LOI shall be construed in accordance with, and governed by, the laws
of the State of Nevada, and each party separately and unconditionally
subjects to the jurisdiction of any court of competent authority in the
State of Nevada, and the rules and regulations thereof, for all purposes
related to this agreement and/or their respective performance hereunder.
13. The parties shall prepare, execute and file any and all documents necessary
to comply with all applicable federal and state securities laws, rules and
regulations in any jurisdiction where they are required to do so.
14. If any term or provision hereof shall be held illegal or invalid, this LOI
shall be construed and enforced as if such illegal or invalid term or
provision had not been contained herein.
15. This LOI may be executed in counterparts, by original or facsimile
signature, with the same effect as if the signatures to each such
counterpart were upon a single instrument; and each counterpart shall be
enforceable against the party actually executing such counterpart. All
counterparts shall be deemed an original copy.
16. The delay or failure of a party to enforce at any time any provision of
this LOI shall in no way be considered a waiver of any such provision, or
any other provision of this LOI. No waiver of, delay or failure to enforce
any provision of this LOI shall in any way be considered a continuing
waiver or be construed as a subsequent waiver of any such provision, or any
other provision of this LOI.
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DATED EFFECTIVE MARCH 8, 2011
ADVANCED MESSAGING SOLUTIONS, INC.
-------------------------------------
(Authorized Signatory)
SHENZHEN CC POWER CORPORATION
-------------------------------------
(Authorized Signatory)
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