Exhibit 10.2
Agreement of Divesture
This agreement ("Agreement") is entered among Navstar Media Holdings, Inc.
("Company") and Beijing Broadcasting and Television Media Co., Ltd ("Beijing
Media") and Beijing Lucky Star Advertising Company ("Lucky Star"), respectively
each a company incorporated and existing in the People's Republic of China
("China") and the shareholders of the Lucky Star and Beijing Media as
represented by Xx. Xxxx Wenquan (hereinafer collectively referred to as
"Parties" and individually a "Party") on September 29th, 2007.
Whereas, the Company is in the process of strcutruing its business operation and
the parties agree that it is in the best interest of the Company and the
parties' to allow the Company to move forward in its new direction.
Therefore, the Parties hereby agree to the following:
1. The shareholders of Beijing Media and Lucky Star shall immediately return to
the Company for cancellation all the shares (totaling shares of the Company's
common stock) issued to them in the acquisition of the Beijing Media and Lucky
Star and the entire ownership interest held by the Company in these two
companies will be returned to the original shareholders of Beijing Media and
Lucky Star and Beijing Media and Lucky Star shall cease effective immediately as
of the date of this Agreement to be subsidiaries of the Company. Xx. Xxxx
Wenquan will immediately resgin as a director and the Chief Executive Officer of
the Company.
2. Beijing Media and Lucky Star and their respective shareholders assist the
Company in its periodic filings if necessary after the date of this Agreement
till the the Company has satisfied its reporting obligation.
3. Both Parties hereby release each other of any liabilities and existing or
potential claims that may arise during the time period in which the Company owns
Beijing Media and Lucky Star.
4. This Agreement has been duly authorized by the Parties, constitutes legal and
binding obligations and is enforceable against each Party.
5. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Nevada, regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws thereof.
6. Neither this Agreement nor any of the rights, interests or obligations under
this Agreement shall be assigned, in whole or in part, by operation of law or
otherwise by any of the parties without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by, the parties and their respective
successors and assigns.
7. The parties agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the State of Nevada, this
being in addition to any other remedy to which they are entitled at law or in
equity. In addition, each of the parties hereto (a) agrees that it will not
attempt to deny or defeat such personal jurisdiction or venue by motion or other
request for leave from any such court, and (b) agrees that it will not bring any
action relating to this Agreement or any of the transactions contemplated by
this Agreement in any state court other than such court.
8. Whenever possible, each provision or portion of any provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any provision
in such jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.
9. This Agreement may be executed in one or more identical counterparts, all of
which shall be considered one and the same instrument and shall become effective
when one or more such counterparts shall have been executed by each of the
parties and delivered to the other parties.
IN WITNESS WHEREOF, the undersigned have caused their duly
authorized officers (or representatives in the case of Merger Sub) to execute
this Agreement
Company:
By:____________________
Beijing Media:
Lucky Star:
By:___________________
Shareholders of Beijing Media and Lucky Star:
By:____________________________
