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AGREEMENT TO CANCEL 24,000,000 SHARES OF COMMON STOCK OF TECHMEDIA ADVERTISING, INC. (THE "COMPANY") REGISTERED IN THE NAME OF ALAN GOH UPON COMPLETION OF THE ACQUISITION BY THE COMPANY OF 100% OF THE ISSUED AND OUTSTANDING SHARES OF TECHMEDIA ADVERTISING MAURITIUS ("TM MAURITIUS")
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TECHMEDIA ADVERTISING,
INC.
c/o 62 Upper Cross Street,
#04-01
Singapore 058353
Ang Mo Kio Ave.
5, #09-3040
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Re:
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AGREEMENT TO CANCEL 24,000,000 SHARES OF COMMON
STOCK OF TECHMEDIA ADVERTISING, INC. (THE “COMPANY”)
REGISTERED IN THE NAME OF ALAN GOH UPON COMPLETION OF THE
ACQUISITION BY THE COMPANY OF 100% OF THE ISSUED AND OUTSTANDING
SHARES OF TECHMEDIA ADVERTISING MAURITIUS (“TM
MAURITIUS”)
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Subject to and
in accordance with the terms and conditions contained herein, this
binding letter agreement (the “Agreement”) will set
forth the basic understanding, terms and conditions relating to the
cancellation of 24,000,000 of the 26,400,000 shares of common stock
of the Company registered in the name of Alan Goh upon completion
of the share exchange agreement between the Company, TM Mauritius
and all the shareholders of TM Mauritius (the “Share Exchange
Agreement”), whereby the Company will acquire 100% of the
issued and outstanding shares of TM Mauritius. Such
cancellation by Alan Goh is to: (i) encourage the shareholders of
TM Mauritius to enter into the Share Exchange Agreement; (ii) allow
the shareholders of TM Mauritius (Johnny Lian Tian Yong, Ternes
Capital Ltd. and OneMedia Limited) to be the largest shareholders
in the Company; and (iii) encourage equity investment into the
Company.
1.
Cancellation of shares.
Mr. Alan Goh hereby agrees that
concurrent with the closing of the Share Exchange Agreement,
whereby the Company will acquire 100% of the issued and outstanding
shares of TM Mauritius, Mr. Goh will voluntarily surrender for
cancellation and return to the Company’s treasury 24,000,000
of the 26,400,000 shares of common stock of the Company registered
in Mr. Goh’s name. In addition, Mr. Goh hereby
agrees to provide the Company with an irrevocable stock power of
attorney which will set out the transfer of 24,000,000 shares of
the Company’s common stock from the 26,400
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