LETTER OF INTENT Re: Acquisition of the common stock of Peopleline Telecom Inc. by China Mobility Solutions, Inc. and Edward Gallagher
Re:
Acquisition of the common stock of Peopleline Telecom Inc.
by
China
Mobility Solutions, Inc.
and
Xxxxxx
Xxxxxxxxx
Peopleline
Telecom Inc., a Nevada corporation with offices at Xxxxx 0, 000 X 00xx Xxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 hereinafter referred to as PPTM
(Seller);
China
Mobility Solutions, Inc., a Florida corporation with registered offices at
000-0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 hereinafter referred
to as CHMS (Buyer) are the parties to this Letter of Intent.
It is
intended that the parties shall describe and execute all necessary documents and
will cooperate with each other to the fullest extent possible toward the
objective of consummating the acquisition of PPTM by China Mobility Solutions,
Inc. at the earliest possible date per the attached schedule.
It is
understood by the parties to this Letter of Intent that both PPTM and CHMS are
publicly owned Corporations that are reporting corporations and, as such, the
acquisition would have to be approved by the majority of shareholders of both
companies pursuant to applicable State laws and in compliance with the U.S. and
state securities laws.
PPTM
management hereby commits to refer to the acquisition plan herein outlined to
the PPTM shareholders with a recommendation for approval. Material matters
relating to the acquisition are as follows:
1.
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Name
of Peopleline Telecom Inc.
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A. The
Acquisition (“Agreement”) and plan of reorganization (“Plan or
Reorganization”) will provide for a change of PPTM Management upon
consummation of the business combination to operate still as Peopleline
Telecom Inc.
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2.
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Management
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A. The
business combination will provide for the resignation of the current
officers and directors of PPTM and the election as of the acquisition date
of a new Board of Directors nominated by
CHMS.
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A. PeopleLine
Telecom Inc. will be the sole operating subsidiary of the business
combination. All other operations of CHMS will be spun-off or
discontinued.
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4.
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Information
on Stock
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A.
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On
the date of the Acquisition, PPTM will have two hundred million common
shares, $0.001 par value, common stock authorized. That will be a
condition precedent to the completion of the business
combination.
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B.
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As
of the date of acquisition, PPTM will have forty million three hundred and
ninety-four thousand four hundred and twenty-seven (40,394,427) shares of
its common stock outstanding.
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C.
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PPTM
will propose to its shareholders of currently issued stock that
immediately prior to the consummation of this business combination, the
issued and outstanding shares will
be:
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1.
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No
more than 40,394,427 common shares held by existing shareholders of
PPTM.
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2.
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Purchase
of the Thirty million (30,000,000) PPTM shares held by four (4) existing
shareholders at $0.015 per share ($450,000) to be facilitated within
ninety (90) days from the date hereof. An initial deposit of
$100,000 on agreeable terms with the remaining $350,000 paid within ninety
(90) days from the date hereof. Xxxx Xxxx shall act as the escrow Lawyer
for this transaction.
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5.
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The
company debt of Peopleline Telecom Inc approximating $325,000 will be the
responsibility of the buyer and new management. CHMS shall
secure the approval of at least 75% of its outstanding debenture holder to
the terms of this transaction.
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6.
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Verification
of Good Standing and Other clean close considerations will be
required.
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A.
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PPTM
will submit a Certificate of Good Standing from the State of
Nevada.
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X.
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XXXX
and PPTM will represent that neither party or any of its principal
officers or directors present to be proposed is subject of any sanctions
imposed by any Federal or State Securities Agency, except as may otherwise
be disclosed in writing and become part of the a disclosure to the PPTM
shareholders as part of the
agreement.
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C.
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PPTM
and XXXX will represent in writing to each other that each party is not
currently involved in or threatened by litigation to which it is aware, or
if such does occur, that such has been disclosed or will be
disclosed.
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D.
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PPTM
will provide the parties a current audited financial statement through
12/31/07 and an unaudited statement as of
03/31/08.
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E.
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Both
parties to this Letter of Intent agree to cooperate with each other in
providing documentation as the other requests for use in preparation of
their respective statements and the post consolidated
statement.
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F.
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The
parties shall each comply with the laws, rule and regulations of every
appropriate jurisdiction as they apply without regard to the proposed
acquisition, including without limitation everything incident
thereto.
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7.
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Responsibility
of Costs.
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A.
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PPTM
agrees to pay its legal and accounting
fees.
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X.
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XXXX
agrees to pay its legal and accounting
fees.
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8.
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Final
Agreement.
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This
Letter of Intent IS NOT the Final Agreement (“Acquisition Agreement”) between
the parties, but does represent the terms and conditions, which the parties
understand, will be incorporated into such an Acquisition Agreement. The
Acquisition Agreement shall also contain all customary and usual warranties,
covenants and indemnities. Completion of the transaction is
conditional upon satisfactory completion of due diligence by both parties,
respective Board of Directors and shareholders approval, if required, and other
customary closing conditions.
No
commitment by either party to this Letter of Intent will be binding in the event
of the material discrepancy between the actual operation of financial conditions
and its
represented
condition as disclosed in the course of the execution of the Acquisition
Agreement.
9.
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Jurisdiction
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The
Agreement will be governed by the jurisdiction of the State of
Nevada.
10.
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Sale
of PPTM Assets.
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Non-applicable.
11.
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Signatures.
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This
Letter of Intent and the final purchase agreement may be signed in
counterpart.
WHEREAS,
the foregoing Letter of Intent represents the present understanding of the
Parties, each shall so designate by the signature of their authorized
representative on the date and place provided herein.
Dated
this 5th of June, 2008
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PPTM
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China
Mobility Solutions, Inc
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/s/
Xxxxxxxx
Xxx
Xxxxxxxx Xxx
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/s/
Xxxxxx
Du
Xxxxxx Du, President
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/s/
Xxx
Xxx
Xxx Xxx
/s/
Xxxx
XxXxxxxxx
Xxxx XxXxxxxxx
/s/
Xxxx
XxXxxxxxx
Xxxx XxXxxxxxx
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/s/
Xxxxxx
Xxxxxxxxx
Xxxxxx Xxxxxxxxx
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