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
Reverse Merger and Financial Advisory Agreement November 2, 2010 ( )Reverse Merger and Financial Advisory Agreement • November 3rd, 2010 • Stalar 1, Inc. • Blank checks • New York
This letter confirms the agreement of Shenyang Yanshajing Building Material Co., Ltd., (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 undersigned causing the Reporting Company to enter into the Merger, the undersigned or its designee 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 fifteen percent (15%) of the fully-diluted capital stock of the survivor of the Merger and warrants (“Warrants”) to purchase five percent (5%) of the fully-diluted capital stock of the survivor of the Merger (each 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 and shares under
