Unassociated Document


    Exhibit
10.3

     

    SHARE
SALE AGREEMENT

    
    

     

    This
SHARE SALE AGREEMENT (the “Agreement”), dated as of
October 12, 2010 by and among Thousand Space Holdings Limited (“Transferor”), 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 sell an aggregate of 1,000,000 shares of common
stock of China MediaExpress Holdings, Inc. (the “Company”) to the Transferee,
for good and valuable consideration as described below.

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    
    

    ARTICLE
1

    Purchase
and Sale

     

    Section
1.  Transfer of the
Founder Shares.  (a) Transferor hereby transfers (the “Transfer”) to Transferee such
number of shares of the Company’s common stock (the “Shares”) set forth on Annex A
hereto opposite its name against the simultaneous delivery by wire transfer to
an account previously specified in writing by Transferor to Transferee of the
consideration specified in such Annex A.

     

    (b) 
         Transferor shall cause Company’s transfer
agent, Continental Stock Transfer & Trust Company (“CST”) to (i) irrevocably
transfer to Transferee the Shares and (ii) provide written evidence satisfactory
to Transferee and its counsel of the occurrence of (i), above.

     

    ARTICLE
2

    Representations
and Warranties of Transferor

     

    Transferor
represents and warrants to Transferee as of the date hereof that:

     

    Section
2.01.  Authority.
Transferor has full legal right, power and authority to enter into and perform
its obligations under this Agreement and to transfer the Shares under this
Agreement. 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
Transferor 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
Shares. Transferor is the legal and beneficial owner of the Shares, free
and clear of any liens, claims, security interests, options, charges or any
other encumbrance, limitation or restriction whatsoever. The Shares are duly
authorized, validly issued, fully paid and nonassessable. None of the Shares is
subject to any voting trust or other agreement or arrangement with respect to
the voting of such Shares. Upon the sale and transfer of the Shares, and payment
therefor, in accordance with the provisions of this Agreement, assuming that
Transferee does not have notice of any “adverse claim,” within the meaning of
Section 8-105 of the Uniform Commercial Code as in effect in the State of New
York (the “UCC”), to such Shares and obtains “control” of such Shares within the
meaning of Section 8-106 of the UCC, (i) Transferee shall be a “protected
purchaser” of such Shares within the meaning of Section 8-303 of the UCC, and
(ii) no action (whether framed in conversion, replevin, constructive trust,
equitable lien, or other theory) based on any “adverse claim,” within the
meaning of Section 8-102 of the UCC, to such Shares may be asserted against the
Transferee with respect to such 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
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 acknowledges that (i) Transferee or its affiliates or
agents currently may have, and later may come into possession of, information
with respect to the Company that is not known to Transferor and that may be
material to a decision to sell the Shares (“Transferor
Excluded Information”), (ii) Transferor has determined to sell the Shares
notwithstanding its lack of knowledge of the Transferor Excluded Information and
(iii) none of Transferee or its affiliates or agents shall have any liability to
Transferor, and Transferor waives and releases any claims that it might have
against Transferee or its affiliates or agents whether under applicable
securities laws or otherwise, with respect to the nondisclosure of the
Transferor Excluded Information in connection with the sale of the Shares and
the transactions contemplated by this Agreement. Transferor understands that
Transferee and its affiliates and agents will rely on the accuracy and truth of
the foregoing representations, and Transferor hereby consents to such
reliance.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    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 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.
Transferee has full legal right, power and authority to enter into and perform
its obligations under this Agreement and to purchase the Shares under this
Agreement. This Agreement has been validly authorized, executed and delivered by
Transferee and assuming the due authorization, execution and delivery thereof by
Transferor, 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 Transferor other than the
representations and warranties of the Transferor expressly set forth in this
Agreement. Transferee acknowledges that (i) Transferor or its affiliates or
agents currently may have, and later may come into possession of, information
with respect to the Company that is not known to Transferee and that may be
material to a decision to purchase the Shares (“Transferee Excluded
Information”), (ii) Transferee has determined to buy the Shares
notwithstanding its lack of knowledge of the Transferee Excluded Information and
(iii) none of Transferor or its affiliates or agents shall have any liability to
Transferee and Transferee waives and releases any claims that it might have
against Transferor or its affiliates or agents whether under applicable
securities laws or otherwise, with respect to the nondisclosure of the
Transferee Excluded Information in connection with the purchase of the Shares
and the transactions contemplated by this Agreement. Transferee understands that
Transferor and its affiliates and agents will rely on the accuracy and truth of
the foregoing representations, and Transferee hereby consents to such
reliance.

     

    Section
3.03. No Legal Advice from
Transferor. 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 Transferor or any of its
representatives or agents for legal, 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
Transferor) shall be responsible for any and all tax liabilities of Transferee
that may arise as a result of the transactions contemplated by this
Agreement.

     

    
      
        
        

      

      
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    Section
3.05.  Restrictions
on Transfer.  Transferee acknowledges and understands the
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
Shares, such 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
Shares and acknowledges that certificates representing the Shares shall bear a
legend to the foregoing effect.

     

    ARTICLE
5

    Miscellaneous

     

    Section
5.01.  Further
Assurances.  Transferor 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.  Transferor further
agrees that the Investor shall be entitled to the customary demand registration
rights, piggy-back registration rights and other rights (as set out under the
Registration Rights Agreement dated January 28, 2010 by and among the Company
and the Transferee) with respect to the Shares, and shall cooperate with
Transferee in its exercise of such rights.

     

    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 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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    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).

      

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

    


    TRANSFEROR

    


    THOUSAND
SPACE HOLDINGS LIMITED

    


    
      
        
          	
                  By:

                	
                  /s/ Ou
      Wen Lin  

                
	 
      	
                  Name:
      Ou Wen Lin

                
	 
      	
                  Title:
      Sole Director

                


        

      

    

    


    
      	 
      	
              TRANSFEREE

            


    

    


    
      
        
          	
                  STARR
      INVESTMENTS

                  CAYMAN
      II, INC.

                
	 
      	 
      
	
                  By:

                	/s/
      Dorothy Ying Dong   
	 
      	
                  Name:
      Dorothy Ying Dong

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    ANNEX
A

     

    
      
        	
                Transferor

              	 
      	
                Number of Shares

              	 
      	
                Aggregate Purchase Price

              
	 
      	 
      	 
      	 
      	 
      
	
                Thousand
      Space Holdings Limited

              	
                  

              	
                1,000,000

              	
                  

              	
                $9
      per share