MEMORANDUM OF UNDERSTANDING
Exhibit
10.1
This
memorandum of understanding is entered into by and between Mobicom Korea, a
company registered and incorporated in Korea and FAS Alliances Inc., a company
registered and incorporated in the Republic of Korea, (collectively the Parties
hereto), with respect to the following facts:
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A.
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Mobicom
Korea is currently a wholly owned subsidiary of Mobicom Corp, a publicly
traded company incorporated in the
USA.
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B.
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Mobicom
Corp owns all of the issued and authorized share capital of Mobicom Korea,
which is comprised of 1,862,000 common
shares.
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C.
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FAS
Alliances Inc. wishes to acquire an equity investment in Mobicom Korea,
and Mobicom Korea is willing to sell common shares to FAS Alliances, Inc.,
on the terms contained in this
memorandum.
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The
Parties, intending to be legally bound, agree as follows:
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1.
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Mobicom
Korea hereby sells to FAS Alliances Inc., and FAS Alliances Inc. hereby
purchases from Mobicom Korea, 1,862,000 common shares in Mobicom Korea at
a price of W500 per share for an aggregate amount of W931,000,000, which
amount shall be payable to Mobicom Korea upon signature of this memorandum
of understanding.
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2.
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FAS
Alliances Inc. agrees to purchase a further 1,000,000 common shares in
Mobicom Korea at a purchase price of W5,000 per share, by no later than
March 15, 2009, subject to Mobicom Korea achieving revenue of
W6,000,000,000 and Net Income of not less than W1,200,000,000 for the
financial year ended December 31st,
2008.
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3.
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FAS
Alliances Inc. agrees to purchase a further 1,500,000 common shares in
Mobicom Korea at a purchase price of W10,000 per share, by no later than
March 15th, 2010, subject to Mobicom Korea achieving revenue of
W25,000,000,000 and Net income of not less than W5,000,000,000 for the
financial year ended December 31st,
2009.
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4.
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Mobicom
Korea agrees to use the proceeds of the sale for working capital purposes
and for merger and acquisition purposes. Mobicom Korea will use
the proceeds for working capital inter alia, to develop and enhance its
operational capability and improve its Mobile Marketing Solutions and
Platforms. Mobicom Korea also agrees to use good faith efforts
to identify and negotiate with merger and acquisition candidates with
complimentary products or services. Mobicom Korea will use
commercially reasonable efforts to position itself as a leader in the
field of mobile marketing, data base management and interactive
marketing.
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5.
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FAS
Alliances Inc. agrees that it will use it resources and expertise to
assist Mobicom Korea, including without limitation identifying and
facilitating the introduction of potential customer prospects and merger
and acquisition candidates to Mobicom
Korea.
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6.
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FAS
Alliances Inc. agrees that it is a sophisticated investor and understands
the risk of an investment in a company like Mobicom Korea. FAS
Alliances Inc. has conducted its own due diligence investigation of the
business and operations of Mobicom Korea. In making its
investment decision, FAS Alliances Inc. is relying on its own business
judgment and is not relying on any representation or warranty pertaining
to Mobicom Korea or Mobicom Corp. except for those representations or
warranties included in this
memorandum.
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Agreed
and signed by:
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/s/ Ki-Xxxxx
Xxxx
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Date: |
November 7,
2008
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Ki-Xxxxx
Xxxx
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CEO
and President: FAS Alliances Inc
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/s/ Xxxxx-Hoon
Xxx
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Date: |
November 7,
2008
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Xxxxx-Hoon
Ahn
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CEO
and President: Mobicom Korea
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