Reverse Merger and Financial Advisory Agreement Dated as of September 2, 2011Reverse Merger and Financial Advisory Agreement • September 6th, 2011 • Stalar 1, Inc. • Blank checks • New York
This letter confirms the agreement of Tianjin TEDA Hengyun Commerce and Trade Co., Ltd. or any of its successors, assigns, subsidiaries or affiliates (collectively referred to herein as the “Company”) to effect a reverse merger (the “Merger”) with Stalar 1, Inc, a Delaware corporation (the “Reporting Company”), an entity controlled by Dr. Steven Fox. Upon the effective date of the Merger, in consideration of the Reporting Company entering into the Merger, the shareholders of the Reporting Company, or its designees, shall receive fully-paid and non-assessable shares of the survivor of the Merger, par value $.0001 per share, which shares shall represent a total of nine percent (9%) of the fully-diluted capital stock of the survivor of the Merger (calculated post-money, e.g. after any planned equity financing transaction involving the surviving entity contemplated to occur prior to or subsequent to or simultaneously with the Merger). Such shares shall be entitled to demand and piggy-back
AGREEMENTMerger Agreement • September 6th, 2011 • Stalar 1, Inc. • Blank checks • New York
This Agreement is made as of September 2, 2011 (“Effective Date”) by and among North America Industrial Investment Co., Ltd (“NAIIC”), Bank of America Tower, 701 Fifth Avenue, Floor 4200, Seattle, Washington, 98104, The Rebel Group, Inc. (“Rebel”), 317 Madison Avenue, Suite 1520, New York, New York 10017 and Stalar 1, Inc., a Delaware corporation owned by Dr. Steven R. Fox (“Stalar 1”), with respect to allocation of equity securities, including, without limitation, shares and warrants, received by the shareholders of Stalar 1 in connection with the merger of Tianjin TEDA Hengyun Commerce and Trade Co., Ltd. and Stalar 1 (the “Merger”). It is anticipated that in connection with the Merger, the stockholders of Stalar 1 will receive fully-paid and non-assessable shares of the capital stock of the survivor of the Merger, which shares shall represent a total of nine percent (9%) of the fully-diluted capital stock of the survivor of the Merger (calculated post-money, e.g. after any planned e
