TM HOLDERS SHARE SALE AGREEMENT
EXHIBIT
G
TM
HOLDERS SHARE SALE AGREEMENT
This
STOCK TRANSFER AGREEMENT (the “Agreement”), dated as of
January 28, 2010 by and among ▇▇▇▇ ▇. ▇▇▇▇ Living Trust, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ 2007 GST Trust and ▇▇▇▇▇ ▇▇▇▇▇ 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”).
WHEREAS,
the Transferors have agreed to transfer an aggregate of up to 150,000 of their
shares of common stock of China MediaExpress Holdings, Inc. (the “Company”) to the Transferee,
for good and valuable consideration already received.
NOW,
THEREFORE, the parties hereto agree as follows:
ARTICLE
1
Purchase
and Sale
Section
1. Transfer of the
Founder Shares. (a) Each Transferor hereby
transfers (the “Transfer”) to Transferee such
number of their shares of the Company’s common stock (the “Founder Shares”) set forth on
Annex A hereto opposite their respective names thereon for good and valuable
consideration already received.
(b) Transferors
shall cause Company’s transfer agent, CST to (i) irrevocably transfer to
Transferee the Founder Shares, from the accounts of the applicable Transferors,
with such Founder Shares and (ii) provide written evidence satisfactory to
Transferee and its counsel of the occurrence of (i), above.
ARTICLE
2
Representations
and Warranties of Transferors
Each
Transferor severally and not jointly represents and warrants to Transferee as of
the date hereof that:
Section
2.01. Authority. This
Agreement has been validly authorized, executed and delivered by Transferor and,
assuming the due authorization, execution and delivery thereof by Transferee, is
a valid and binding agreement of Transferor, enforceable in accordance with its
terms, subject to the general principles of equity and to bankruptcy or other
laws affecting the enforcement of creditors’ rights generally. The
execution, delivery and performance of this Agreement by Transferors does not
and will not conflict with, violate or cause a
breach
of, constitute a default under, or result in a violation of (i) any agreement,
contract or instrument to which Transferor is a party which would prevent
Transferor from performing or materially delay or materially impair the ability
of Transferor to perform its obligations hereunder or (ii) any law, statute,
rule or regulation to which Transferor is subject.
Section
2.02. Ownership of
Founder Shares. Transferor is the legal and beneficial owner
of the applicable Founder Shares, free and clear of any liens, claims, security
interests, options, charges or any other encumbrance, limitation or restriction
whatsoever. The Founder Shares are duly authorized, validly issued,
fully paid and nonassessable. None of the Founder Shares is subject
to any voting trust or other agreement or arrangement with respect to the voting
of such Founder Shares.
Section
2.03. Governmental
Consents. No consent, approval, license or authorization of or
designation, declaration, or filing with, any federal, state, or local
governmental authority on the part of any Transferor is required in connection
with the consummation of the transitions contemplated by this
Agreement.
Section
2.04. Sophisticated
Investor; Information. Transferor is an informed and
sophisticated investor, and has engaged expert advisors, experienced in
transactions of the type contemplated by this Agreement. Transferor
further represents that it has been furnished by the Company with, and has
evaluated, all information it deems necessary, desirable and appropriate to
evaluate the merits and risks of the transactions contemplated herein and has
received such legal and financial other advice as deemed to be necessary,
desirable and appropriate to enable it to make an informed and intelligent
decision with respect to the execution, delivery and performance of this
Agreement. In evaluating the suitability of the transactions
contemplated herein, Transferor has not relied upon any representations or
information whether oral or written made by or on behalf of Transferee other
than the representations and warranties of the Transferee expressly set forth in
this Agreement.
Transferor
understands and acknowledges that, in effecting the transactions contemplated by
this Agreement, the Transferee will rely on the representations and warrants
contained in this Section 2.
Section
2.05. Finder’s
Fees. No investment banker, broker, finder or other
intermediary is entitled to a fee or commission from Transferor or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Transferee or any of its Affiliates.
Section
2.06. No Legal
Advice from Transferee. Transferor acknowledges that it has
had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with Transferor’s own legal counsel and investment and tax
advisors. Transferor is not relying on any statements or
representations of Transferee or any of their representatives or agents for
legal, tax
2
or
investment advice with respect to this Agreement or the transactions
contemplated by the Agreement.
Section
2.07. Transfer
Taxes. Transferor understands that Transferor (and not
Transferee) shall be responsible for any and all tax liabilities of Transferor
that may arise as a result of the transactions contemplated by this
Agreement.
ARTICLE
3
Representations
and Warranties of Transferee
Transferee
represents and warrants to Transferors as of the date hereof that:
Section
3.01. Authorization. This
Agreement has been validly authorized, executed and delivered by Transferee and
assuming the due authorization, execution and delivery thereof by Transferors,
is a valid and binding agreement of Transferee, enforceable in accordance with
its terms, subject to the general principles of equity and to bankruptcy or
other laws affecting the enforcement of creditors’ rights
generally. The execution, delivery and performance of this Agreement
by Transferee does not and will not conflict with, violate or cause a breach of,
constitute a default under, or result in a violation of (i) any agreement,
contract or instrument to which Transferee is a party which would prevent
Transferee from performing or materially delay or materially impair the ability
of Transferee from performing its obligations hereunder or (ii) any law,
statute, rule or regulation to which Transferee is subject.
Section
3.02. Sophisticated
Buyer; Information. Transferee is sophisticated in financial
matters and is able to evaluate the risks and benefits attendant to the Transfer
and is an “accredited investor” within the meaning of Rule 501(a) promulgated
pursuant to the Securities Act of 1933, as amended (the “Securities
Act”). Transferee further represents that it has been
furnished by the Company with, and has evaluated, all information it deems
necessary, desirable and appropriate to evaluate the merits and risks of the
transactions contemplated herein and has received such legal and financial other
advice as deemed to be necessary, desirable and appropriate to enable it to make
an informed and intelligent decision with respect to the execution, delivery and
performance of this Agreement. In evaluating the suitability of the
transactions contemplated herein, Transferee has not relied upon any
representations or information whether oral or written made by or on behalf of
Transferors other than the representations and warranties of the Transferors
expressly set forth in this Agreement.
Section
3.03. No Legal
Advice from Transferors. Transferee acknowledges that it has
had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with Transferee’s own legal counsel and investment and tax
advisors. Transferee is not relying on any statements or
representations of the Transferors or any of their representatives or agents for
legal,
3
tax
or investment advice with respect to this Agreement or the transactions
contemplated by the Agreement.
Section
3.04. Transfer
Taxes. Transferee understands that Transferee (and not
Transferors) shall be responsible for any and all tax liabilities of Transferee
that may arise as a result of the transactions contemplated by this
Agreement.
Section 3.05. Restrictions on
Transfer. Transferee acknowledges and understands the Founder
Shares have not been registered under the Securities Act, and, if in the future
the Transferee decides to offer, resell, pledge or otherwise transfer the
Founder Shares, such Founder Shares may be offered, resold, pledged or otherwise
transferred only (A) pursuant to an effective registration statement filed under
the Securities Act, (B) pursuant to an exemption from registration under Rule
144 promulgated under the Securities Act, if available, or (C) pursuant to any
available other exemption from the registration requirements of the Securities
Act, and in each case in accordance with any applicable securities laws of any
state or any other jurisdiction. Absent registration or an available
exemption from registration, Transferee agrees that it will not resell the
Founder Shares.
ARTICLE
5
Miscellaneous
Section
5.01. Further
Assurances. Transferors and Transferee will execute and
deliver, or cause to be executed and delivered, all further documents and
instruments and use it reasonable best efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable law, to consummate and make effective the
transactions contemplated by this Agreement.
Section
5.02. Amendments. Any
provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
each party to this Agreement or in the case of a waiver, by the party against
whom the waiver is to be effective.
Section
5.03 Successors and
Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that no
party may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of the other parties
hereto.
Section
5.04. Governing
Law. This Agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
Delaware. Each of the parties hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall, to the fullest extent applicable, be brought and enforced first
in the Delaware Chancery Court, then to such other court in the State of
Delaware as
4
appropriate
and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. Each of the parties hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient
forum.
Section
5.05. Counterparts;
Effectiveness. This Agreement may be signed in any number of
counterparts and delivered by facsimile, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties
hereto. Until and unless each party has received a counterpart hereof
signed by the other party hereto, this Agreement shall have no effect and no
party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication).
5
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
TRANSFERORS
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▇▇▇▇
▇. ▇▇▇▇ LIVING TRUST
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By:
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/s/
▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇
▇. ▇▇▇▇
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Title:
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Trustee
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▇▇▇▇
▇▇▇▇▇ 2007 GST TRUST
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
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Name:
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▇▇▇▇▇▇▇
▇▇▇▇▇▇
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Title:
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Trustee
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▇▇▇▇▇
▇▇▇▇▇ 2007 GST TRUST
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
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Name:
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▇▇▇▇▇▇▇
▇▇▇▇▇▇
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Title:
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Trustee
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/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇
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| /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
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▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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[Signature Page to Share Transfer
Agreement]
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TRANSFEREE
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STARR
INVESTMENTS
CAYMAN
II, INC.
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By:
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/s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇
▇▇▇▇▇▇▇
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Title:
Director
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ANNEX
A
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Name of
Stockholder
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Number of
Shares
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▇▇▇▇
▇. ▇▇▇▇ Living Trust
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7,500
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▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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57,500
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▇▇▇▇▇▇▇
▇▇▇▇
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52,500
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▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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7,500
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▇▇▇▇
▇▇▇▇▇ 2007 GST Trust
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12,500
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▇▇▇▇▇
▇▇▇▇▇ 2007 GST Trust
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12,500
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Total:
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150,000
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