TECHMEDIA ADVERTISING, INC. c/o 62 Upper Cross Street, #04-01 Singapore 058353
c/o 00
Xxxxx Xxxxx Xxxxxx, #04-01
Singapore 058353
July 30,
2009
XXXX XXX (Goh Xxxx
Xxxx)
Apt. Blk.
151
Ang Xx
Xxx Xxx. 5, #09-3040
Singapore 560151
Dear
Sir:
Re:
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AGREEMENT
TO CANCEL 24,000,000 SHARES OF COMMON STOCK OF TECHMEDIA ADVERTISING, INC.
(THE “COMPANY”) REGISTERED IN THE NAME OF XXXX XXX UPON COMPLETION OF THE
ACQUISITION BY THE COMPANY OF 100% OF THE ISSUED AND OUTSTANDING SHARES OF
TECHMEDIA ADVERTISING
MAURITIUS (“TM
MAURITIUS”)
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Subject
to and in accordance with the terms and conditions contained herein, this
binding letter agreement (the “Agreement”) will set forth the basic
understanding, terms and conditions relating to the cancellation of 24,000,000
of the 26,400,000 shares of common stock of the Company registered in the name
of Xxxx Xxx upon completion of the share exchange agreement between the Company,
TM Mauritius and all the shareholders of TM Mauritius (the “Share Exchange
Agreement”), whereby the Company will acquire 100% of the issued and outstanding
shares of TM Mauritius. Such cancellation by Xxxx Xxx is to: (i)
encourage the shareholders of TM Mauritius to enter into the Share Exchange
Agreement; (ii) allow the shareholders of TM Mauritius (Xxxxxx Xxxx Xxxx Xxxx,
Xxxxxx Capital Ltd. and OneMedia Limited) to be the largest shareholders in the
Company; and (iii) encourage equity investment into the Company.
1. Cancellation
of shares. Xx. Xxxx Xxx xxxxxx agrees that
concurrent with the closing of the Share Exchange Agreement, whereby the Company
will acquire 100% of the issued and outstanding shares of TM Mauritius, Xx. Xxx
will voluntarily surrender for cancellation and return to the Company’s treasury
24,000,000 of the 26,400,000 shares of common stock of the Company registered in
Xx. Xxx’x name. In addition, Xx. Xxx hereby agrees to provide the
Company with an irrevocable stock power of attorney which will set out the
transfer of 24,000,000 shares of the Company’s common stock from the 26,400,000
shares registered in Xx. Xxx’x name on share certificate #1041 to the Company,
which Xx. Xxx will have medallion stamped by a brokerage house or have his
signature guaranteed by a bank or notary public that is acceptable to the
Company and its transfer agent. A copy of the irrevocable stock power
of attorney is attached hereto as Schedule “A”.
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2. Execution in Counterparts. This Agreement may be executed in original or counterpart form, delivered by facsimile or otherwise, and when executed by the parties as aforesaid, shall be deemed to constitute one agreement and shall take effect as such.
3. Governing
Law. The situs of this Agreement is
Vancouver, British Columbia, and for all purposes this Agreement will be
governed exclusively by and construed and enforced in accordance with the laws
and Courts prevailing in the Province of British Columbia.
Yours very truly, | |||||
TECHMEDIA ADVERTISING, INC. | |||||
Per: |
/s/
Xxxx Xxx
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Xxxx
Xxx, President and Director
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If Xx.
Xxxx Xxx wishes to accept the terms and conditions set forth above, please
execute this Agreement and fax or scan and e-mail a copy of the executed
Agreement to Xxxxxx Xxxxx XxxXxxxx Law Corporation, Attention: Xxxxxxx Xxxxxxx
at (000) 000-0000 as well as return an originally signed copy to Xxxxxx Xxxxx
XxxXxxxx Law Corporation at 0000 – 000 X. Xxxxxxxx Xx., Xxxxxxxxx, XX,
Xxxxxx X0X 0X0. Upon such execution and return via fax or
scan and e-mail, this Agreement shall constitute a binding agreement upon the
parties.
/s/
Xxxx Xxx
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Dated:
July 30, 2009
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Xxxx Xxx (Xxx Xxxx Xxxx), shareholder of |
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TechMedia Advertising, Inc. |
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Schedule
“A”
IRREVOCABLE POWER OF
ATTORNEY TO TRANSFER SHARES
KNOWN
ALL MEN BY THESE PRESENTS, that XXX XXXX XXXX
For No Value Received does
hereby gift unto
Twenty-Four Million (24,000,000)
shares of common stock of TechMedia Advertising, Inc.
standing in name of the undersigned on the share register of TechMedia Advertising, Inc.
represented by Certificate No. 1041 herewith
AND the undersigned does
hereby constitute and appoint TechMedia Advertising, Inc. as
his true and lawful attorney, IRREVOCABLY, for him and in
his name and xxxxx to gift the said stock, and for that purpose to make and
execute all necessary acts of assignment and transfer thereof, and to substitute
one or more persons with like full power, hereby ratifying and confirming all
that his said Attorney or its/his substitute or substitutes shall lawfully do by
virtue hereof.
IN WITNESS WHEREOF, the
undersigned have hereunto set her hand and seal at effective as of the ___ day
of July, 2009.
SIGNED and DELIVERED by | ) | |||
XXX XXXX XXXX in the presence of: | ) | |||
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Witness | ) | GOH CHER KIAN | ||
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Address | ) | |||
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The
signature(s) must be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions), or else
notarized including all contact details of the notary public.