Exhibit 10.1


 








 


Chris Carmichael


Ubiquity Inc.


9801 Research Drive


Irvine, CA, 92618


 


July 18th 2014


 


Ong Kay Huat (KH)


American Tec Company Limited


Unit 1-5, 16/F, Futura Plaza,
How Ming Street, Kwun Tong


Hong Kong


 


Dear KH:


 


We are delighted
to submit this LOI for your consideration based on recent discussions between our two companies discussing proceeding to a formal
agreement to advance the development and distribution of Sprocket software and data analytics. The objectives to be formed from
this agreement are the product of our recent meetings in Hong Kong with yourself, Steve
Koskie, James Nelson, James Tsiolis, David Ledger and your Executive Chairman, Ding Yi.


 


American
Tec Company Limited ("Amtec") presents Ubiquity Inc. ("Ubiquity") with a unique opportunity to assist in the
localized development and distribution of a mobile application into the broader communication market that is developing rapidly
and has the ability to adopt the Sprocket application, which we believe offers a fundamentally superior UXP due to its disruptive
nature and capacity to capture consumer data. 


 


Parties and Roles


 


		a.	Amtec



 


Amtec
is considering its appointment as a distributor of the Sprocket in China, Hong Kong, South East Asia, Vietnam and India (collectively
defined as "The Territory") and has demonstrated its credentials to be appointed in such a capacity.


 


Amtec
will assist Ubiquity in establishing the appropriate distribution structure and model in The Territory. The first phase will be
research conducted by Amtec to determine the demand for the Sprocket which also include identifying key buyers eg Huawei, Lenovo
and others.


 


Amtec
will work with Ubiquity to ensure the sprocket is adapted for usage in China and The Territories.


 


The
second phase will be to establish a pricing structure to help determine the volume of sales.


 


Ubiquity
incorporated


9801 Research
Drive


Irvine, CA, 92618


United States


 




    	 



    	 



    

 





 


During
the first and second phase, Amtec will determine additional services it can partner/provide to Ubiquity, including, but not limited
to, servicing data management and security solutions.


 


		b.	Ubiquity



 


Ubiquity
is an application software development and social media company based in Irvine California that has developed the Sprocket application
and associated intellectual properties ("IP").


 


Ubiquity
will deliver a working Sprocket to assist Amtec with preliminary presentations to potential buyers of the Sprocket. This will assist
in establishing the credibility of the Sprocket as a next generation browser for mobile devices.


 


Ubiquity
will fund all costs associated with the development of the Sprocket to be distributed for the Territories.


 


The testing
of the Sprocket will be conducted by Amtec to ensure it's a robust application that can be sold by Amtec to its various clients
in The Territories. Amtec will provide feedback and market data to assist in the localization of the software both graphically
and language wise for the China market.


 


Ubiquity
will provide all development support in order to assist Amtec with establishing a Sprocket that is distributable in The Territories.
The two parties can agree to establish a joint development team whereby Ubiquity provides developers from California to assist,
where required, in the completion of the development phase. Should it be required Ubiquity agrees to staff, as required, operations
in Hong Kong including business development and software engineers to work along-side the Amtec sales team. All costs associated
will be borne by Ubiquity.


 


Amtec will
work with Ubiquity to develop a pricing model for The Territories for the Sprocket and associated IP that is linked to the Sprocket.
The royalty will be defined in the Partnership Agreement as per the pricing model that is developed by both parties.


 


Establishment
of Partnership


 


A revenue
share model will be established between Amtec and Ubiquity as part of the formalization of a partnership agreement. This will include
royalty agreements to accommodate the use of relevant IP.


 


The revenue
expectations which will be further defined in the master agreement, is to generate a minimum of $150M US in contracts/licenses
within 12 months of the completed software being launched into the local market place.


 


Ubiquity
agrees to appoint Amtec as the sole distributor of the Sprocket and various IP in The Territory subject to the development of the
Joint Venture Partnership Agreement, (Partnership Agreement). Ubiquity will provide all its IP relating to the operation of the
Sprocket in order for Amtec to have the ability to soft market the Sprocket to key clients as part of its initial testing of the
market.


 


Ubiquity
incorporated


9801 Research
Drive


Irvine, CA, 92618


United States


 




    	 



    	 



    

 





 


It is acknowledged
that Amtec has a large distribution base through its 200+ sales and engineering team across The Territories. Part of Amtec's role
will be to establish a distribution base for the Sprocket through this network of sales professionals.


 


We will
work with Amtec to ensure we progress towards executing a Master Joint Venture agreement along the terms outlined above during
our next visit to Hong Kong around the week of August 15th, 2014.


 


Ubiquity
will grant Amtec an option of 1.5mil shares with a strike price to be determined and agreed upon as part of the master agreement,
with the appropriate milestones and goals (revenue, licenses) being defined within the agreement.


 


Ubiquity
wishes to announce to the market that it has executed a LOI to establish a joint venture with Amtec to assist in the development
and distribution of the Sprocket and associated IP into the Chinese market and associated Territories. We believe that this, whilst
early in its phase, is an extremely positive development for both companies. Please do not hesitate to contact myself or Steve
Koskie to discuss further.


 





	Sincerely,	 
	Chris Carmichael	 
	CEO, Chairman	 
	 	 
	/s/ Chris Carmichael	 
	 	 
	Ong Kay Huat (KH)	 
	CEO	 
	American Tec Company Limited	 
	 	 
	/s/ Ong Kay Huat (KH)	 







  


Ubiquity
incorporated


9801 Research
Drive


Irvine, CA, 92618


United States