WARRANT TO PURCHASE SHARES OF COMMON STOCK of CHINA MEDIAEXPRESS HOLDINGS, INC. Void after January 27, 2015Warrant Agreement • February 8th, 2010 • Starr International Co 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 28, 2010Investor Rights Agreement • February 8th, 2010 • Starr International Co Inc • Services-advertising • Delaware
INVESTOR RIGHTS AGREEMENT, dated as of January 28, 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 • February 8th, 2010 • Starr International Co Inc • Services-advertising • Delaware
Page 1. Definitions 2 2. Purchase and Sale 8 3. Closing 8 4. Representations and Warranties of the Company 8 4.1 Organization, Good Standing and Qualification 8 4.2 Authorization; Enforceable Agreement 9 4.3 No Conflict 9 4.4 Governmental Consents 10 4.5 Permits and Licenses 10 4.6 Capital Structure 10 4.7 Valid Issuance of Common Stock and Preferred Stock 11 4.8 Financial Statements 12 4.9 Absence of Certain Changes or Events 12 4.10 Compliance with Laws 13 4.11 Title 13 4.12 Litigation 14 4.13 Intellectual Property 14 4.14 Material Contracts 15 4.15 Insurance 17 4.16 Taxes 17 4.17 Subsidiaries 18 4.18 Employment Matters 19 4.19 Environmental Matters 20 4.20 Customers and Suppliers 20 4.21 Transactions With Affiliates and Employees 20 4.22 Money Laundering Laws 21 4.23 Foreign Corrupt Practices Act 21 4.24 Economics Sanctions Laws 21 4.25 Additional PRC Representations and Warranties 22 4.26 No Material Adverse Effect 23 4.27 Registration Rights 23 4.28 Reports 23 4.29 Investment Comp
REGISTRATION RIGHTS AGREEMENT by and among China MediaExpress Holdings, Inc. and Starr Investments Cayman II, Inc. January 28, 2010Registration Rights Agreement • February 8th, 2010 • Starr International Co Inc • Services-advertising • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 8th, 2010 • Starr International Co Inc • Services-advertising
This will confirm the agreement by and between the undersigned that the statement on Schedule 13D (the “Schedule 13D”) filed on or about this date with respect to Common Stock of China MediaExpress Holdings, Inc., a Delaware corporation, is being filed on behalf of the entities listed below. Each of the entities listed hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each person on whose behalf the Schedule 13D is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
TM HOLDERS SHARE SALE AGREEMENTStock Transfer Agreement • February 8th, 2010 • Starr International Co Inc • Services-advertising • Delaware
This STOCK TRANSFER AGREEMENT (the “Agreement”), dated as of January 28, 2010 by and among John W. Hyde Living Trust, Theodore S. Green, Malcolm Bird, Jonathan F. Miller, Sara Green 2007 GST Trust and Blair Green 2007 GST Trust (each a “Transferor” and collectively, the “Transferors”), and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (“Transferee”).
