WARRANT TO PURCHASE SHARES OF COMMON STOCK of CHINA MEDIAEXPRESS HOLDINGS, INC. Void after January __, 2015Warrant Agreement • January 19th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising • New York
This certifies that, for value received, Starr Investments Cayman II, Inc., or its registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), 1,545,455 shares (the “Warrant Shares”) of the common stock, par value US$0.001 per share, of the Company (the “Common Stock”) as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Warrant Exercise Price as set forth in Section 1.1 below. The number, character and Warrant Exercise Price of such shares of common stock are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant, and any warrants delivered in substitution or exchange
INVESTOR RIGHTS AGREEMENT by and among China MediaExpress Holdings, Inc., Mr. Zheng Cheng, Ou Wen Lin, Qingping Lin, Thousand Space Holdings Limited, Bright Elite Management Limited, and Starr Investments Cayman II, Inc. January [•], 2010Investor Rights Agreement • January 19th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising • Delaware
INVESTOR RIGHTS AGREEMENT, dated as of January [ ], 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), Mr. Zheng CHENG, a citizen of the People’s Republic of China (the “PRC” or “China”), identification number 350103197103110058 (the “Founder”), Ou Wen Lin, a citizen of the Republic of Philippines, passport number G15042722, and Qingping Lin, a citizen of the PRC, identification number 350127194911134311, Thousand Space Holdings Limited, a company organized under the laws of the British Virgin Islands (“Thousand”), Bright Elite Management Limited, a company organized under the laws of the British Virgin Islands (“Bright”, together with the Founder, Ou Wen Lin, Qingping Lin and Thousand, the “Sponsor Shareholders”), and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (the “Investor”).
SECURITIES PURCHASE AGREEMENT by and among China MediaExpress Holdings, Inc., Fujian Zongheng Express Information Technology, Ltd., Fujian Fenzhong Media Co., Ltd. Mr. Zheng Cheng, Mr. Ou Wen Lin, Mr. Qingping Lin, Thousand Space Holdings Limited,...Securities Purchase Agreement • January 19th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising • Delaware
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated January 12, 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), Fujian Zongheng Express Information Technology, Ltd. a limited liability company established in the PRC and a wholly-owned Subsidiary of the Company (the “WFOE”), Zheng Cheng, a citizen of the People’s Republic of China (the “PRC”, or “China”), identification number 350103197103110058, Ou Wen Lin, a citizen of the Republic of Philippines, passport number G15042722, and Qingping Lin, a citizen of the PRC, identification number 350127194911134311, Fujian Fenzhong Media Co., Ltd., a limited liability company operating in the media business established in the PRC (the “PRCCo”), controlled by the WFOE through contractual agreements and arrangements, Thousand Space Holding Limited, a company organized under the laws of the British Virgin Islands (“Thousand”), and Bright Elite Management Limited, a company organized under the laws of
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [·] day of [·] 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”) and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (the “Investor”). Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).
