REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2011 • China Internet Caf? Holdings Group, Inc. • Retail-nonstore retailers • New York
The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of shares:
ContractWarrant Agreement • February 23rd, 2011 • China Internet Caf? Holdings Group, Inc. • Retail-nonstore retailers • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENT among CHINA INTERNET CAFÉ HOLDINGS GROUP, INC.and THE PURCHASERS LISTED ON EXHIBIT A Dated as of February 18, 2011Securities Purchase Agreement • February 23rd, 2011 • China Internet Caf? Holdings Group, Inc. • Retail-nonstore retailers • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 18, 2011 by and among China Internet Café Holdings Group, Inc (formerly, China Unitech Group Inc.), a Nevada corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
LOCK-UP AGREEMENTLock-Up Agreement • February 23rd, 2011 • China Internet Caf? Holdings Group, Inc. • Retail-nonstore retailers • New York
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 18, 2011 by and among China Internet Café Holdings Group, Inc., a Nevada corporation, (the “Company”), and Mr. Dishan Guo (the “Affiliate”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 23rd, 2011 • China Internet Caf? Holdings Group, Inc. • Retail-nonstore retailers • New York
This Securities Escrow Agreement (this “Agreement”), dated as of February 18, 2011 by and among China Internet Café Holdings Group, Inc., a Nevada corporation (the “Company”), TriPoint Global Equities, LLC, as representative of the Purchasers (the “Purchaser Representative”), Mr. DishanGuo (the “Principal Stockholder”), and Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
ContractWarrant Agreement • February 23rd, 2011 • China Internet Caf? Holdings Group, Inc. • Retail-nonstore retailers • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
