EXHIBIT 4.1
STOCK OPTION and PROXY
Parties
| Optionors: | Jufen Hu, Bin Wei, Chengzhao Wei |
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| Optionees: | EAM, Inc., Salvatore Trovato, Nathan Halegua, Ed Rucinski, Anthony Crisci and Margaret J. Smith, jointly and Stanley Goldstein |
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| Sellers’ Agent: | Peter Zhou |
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| Company: | China Stationery & Office Supply, Inc., a Delaware corporation |
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| Date: | October 27, 2010 |
The Optionors hereby grant to the Optionees an option to purchase the shares of the Company’s common stock represented by the following certificates:
| Optionor | Cert. # | Shares |
| Jufen Hu | 417-6 | 2,307,843 |
| Jufen Hu | 436-6 | 390,138 |
| Bin Wei | 439-0 | 86,698 |
| Bin Wei | 420-0 | 512,850 |
| Chengzhao Wei | 419-2 | 427,387 |
| Changzhao Wei | 438-2 | 72,248 |
Option Term. The Option Term shall commence after completion of the Closing defined in Section 2.04 of the Share Purchase Agreement among the Sellers’ Agent, the Purchasers and Wei Chenghui. The Option Term shall commence on February 28, 2011 and terminate on April 30, 2011.
Option Exercise Price. The Option Exercise Price shall be $0.0066 per common share. Said Option Exercise Price shall be paid in cash.
Optionee may exercise the Option upon written notice to Optionors during the Option Term.
Assignability of Option. This Stock Option is not assignable and any attempt to do so shall be null and void.
Notices. All notices required to be given under this Stock Option shall be in writing and shall be deemed to have been sufficiently given for all purposes thereof when sent by facsimile or mailed by first class or overnight mail and shall be evidenced by a facsimile transmission confirmation, by the postmark at the point of mailing or by the time-stamped receipt of the overnight carrier.
All notices and any correspondence respecting this Stock Option shall be addressed and sent out as follows:
To Optionees:
| | EAM, Inc. | Salvatore Trovato |
| | 540 Madison Avenue | 30 Stonehill Drive S |
| | New York City, NY 10022 | Manhasset, NY 11030 |
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| | Nathan Halegua | Ed Rucinski |
| | 6 Grace Avenue, Suite 400 | 192 Gray Hawk |
| | Great Neck, NY 11021 | Spring Branch, TX 78070 |
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| | Anthony Crisci & Margaret J. Smith | Stanley Goldstein |
| | 445 E. 80th St. #15B | 28 W. 44th St., #300 |
| | New York, NY 10075-0625 | New York, NY 10036 |
0; If to Optionors:
| | Peter Zhou | |
| | American Union Securities, Inc. | |
| | 100 Wall Street - 15th Floor | |
| | New York, NY 10005 | |
Voting Proxy. The Optionors hereby grant to the Optionees a proxy to vote the shares represented by the six certificates identified above at any meeting of the Company’s shareholders, and to execute consents of the shareholders with respect to said shares. This proxy is coupled with an interest. The proxy will commence upon commencement of the Option Term and will terminate upon the end of the Option Term.
Applicable Law. This Stock Option and Proxy shall be construed and the rights of the parties determined by the laws of the state of Delaware.
Entire Agreement. This Stock Option and Proxy contains the entire agreement of the parties hereto with respect to the matters covered hereby and all prior negotiations and agreements with respect hereto are of no force and effect. No subsequent modification hereof shall be made except in a writing executed by all parties
IN WITNESS WHEREOF, the parties have executed this Stock Option and Proxy on the date set forth in the first paragraph hereof.
Optionors’ Agent
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/s/ Peter Zhou | | | | |
| Peter Zhou, as agent for the Optionors | | | | |
Optionee
EAM, Inc.
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| /s/ Gregory Galanis | | | Optioned Shares: 1,752,771 | |
| By: Gregory Galanis | | | | |
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| Optionee | | | | |
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| /s/ Salvatore Trovato | | | Optioned Shares: 876,385 | |
| Salvatore Trovato | | | | |
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| Optionee | | | | |
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| /s/Nathan Halegua | | | Optioned Shares: 292,002 | |
| Nathan Halegua | | | | |
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| Optionee | | | | |
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| /s/ Ed Rucinski | | | Optioned Shares: 292,002 | |
| Ed Rucinski | | | | |
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| Optionee | | | | |
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/s/ Anthony Crisci and Margaret J. Smith | | | Optioned Shares: 292,002 | |
| Anthony Crisci and Margaret J. Smith | | | | |
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| Optionee | | | | |
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/s/Stanley Goldstein | | | Optioned Shares: 292,002 | |
| Stanley Goldstein | | | | |
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