CALL OPTION AGREEMENTCall Option Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • New York
This CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2010 (the “Effective Date”), between Hu Longlin, a resident of the People’s Republic of China (the “PRC”), with ID Card Number of 110108197601260056 (the “Purchaser”) and Iwamatsu Reien, a resident of Japan, with Passport Number of TH9513636 (the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”
ContractCiglarette, Inc. • March 7th, 2011 • Electric housewares & fans • California
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.
SHARE EXCHANGE AGREEMENT By and Among CIGLARETTE, INC. LISAN RAHMAN KIRIN CHINA HOLDING LTD. and THE SHAREHOLDERS OF KIRIN CHINA HOLDING LTD. Dated as of March 1, 2011Share Exchange Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • New York
This Share Exchange Agreement, dated as of March 1, 2011, is made by and among Ciglarette, Inc., a Nevada corporation (the “Acquiror”), Lisan Rahman (the “Acquiror Principal Shareholder” or “Rahman”), Kirin China Holding Ltd., a company organized under the laws of the British Virgin Islands (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of _________, 2011, by and between Ciglarette, Inc., a Nevada corporation (“Ciglarette” or the “Company”), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively, the “Subscribers”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set for in the Private Placement Memorandum of the Company, dated as of December 1, 2010, and its attachments thereto (the “Memorandum”).
ENTRUSTED MANAGEMENT AGREEMENTEntrusted Management Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans
Hebei Zhongding Real Estate Development Co., Ltd. is an enterprise incorporated and existing within the territory of China in accordance with the law of the People’s Republic of China, the registration number of its legal and valid Business License is 130500000001150 and the legal registered address is South-eastern Corner of Gangtiebei Road and Yongjun Street, Qiaoxi District, Xingtai City, Hebei Province, China. and
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • Beijing
Registered Address: South-eastern Corner of Gangtiebei Road and Yongjun Street, Qiaoxi District, Xingtai City, Hebei Province, China Legal Representative: Huang Limin
ENTRUSTED MANAGEMENT AGREEMENT BETWEEN SHAREHOLDERS OF XINGTAI ZHONGDING JI YE REAL ESTATE DEVELOPMENT CO., LTD. XINGTAI ZHONGDING JIYE REAL ESTATE DEVELOPMENT CO., LTD. AND SHIJIAZHUANG KIRIN MANAGEMENT CONSULTING CO., LTD.Entrusted Management Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans
Xingtai Zhongding Jiye Real Estate Development Co., Ltd. is an enterprise incorporated and existing within the territory of China in accordance with the law of the People’s Republic of China, the registration number of its legal and valid Business License is 130501000004575 and the legal registered address is South-eastern Corner of Gangtiebei Road and Yongjun Street, Qiaoxi District, Xingtai City, Hebei Province, China.
PROXY AGREEMENT BETWEEN SHAREHOLDERS OF XINGTAI ZHONGDING JIYE REAL ESTATE DEVELOPMENT CO., LTD. AND SHIJIAZHUANG KIRIN MANAGEMENT CONSULTING CO., LTD. NOVEMBER 2010Shareholders’ Voting Proxy Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans
In this Agreement, Party A and Party B are called collectively as the “Parties,” and each of them is called as the “Party”. Party A is collectively called the “Grantors” and respectively called “Each of the Grantors”.
PROXY AGREEMENT BETWEEN SHAREHOLDERS OF HEBEI ZHONGDING REAL ESTATE DEVELOPMENT CO., LTD. AND SHIJIAZHUANG KIRIN MANAGEMENT CONSULTING CO., LTD. NOVEMBER 2010Shareholders’ Voting Proxy Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans
In this Agreement, Party A and Party B are called collectively as the “Parties,” and each of them is called as the “Party”. Party A is collectively called the “Grantors” and respectively called “Each of the Grantors”.
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • Beijing
Registered Address: South-eastern Corner of Gangtiebei Road and Yongjun Street, Qiaoxi District, Xingtai City, Hebei Province, China Legal Representative: Guo Jianfei
AGREEMENT OF SALEAgreement of Sale • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • Nevada
This AGREEMENT OF SALE (the “Agreement”) is being executed and delivered this 1st day of March, 2011 by and between Ciglarette, Inc. (the “Company”) and Lisan Rahman (“Rahman”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • New York
This SECURITIES ESCROW AGREEMENT (the “Agreement”), dated as of March 1, 2011, is entered into by and among Ciglarette, Inc., a Nevada corporation (the “Company”), Prolific Lion Limited (the “Stockholder”) and Anslow & Jaclin, LLP (hereinafter referred to as the “Escrow Agent”).
CONTRIBUTION AND ASSUMPTION AGREEMENTContribution and Assumption Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • Nevada
THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 1, 2011, by and between CIGLARETT, INC. (the “Parent”), and CIGLARETTE INTERNATIONAL, LLC (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
