This Termination Agreement involves
Title: CANCELLATION AGREEMENT
Governing Law: New York Date: 7/9/2010
CANCELLATION AGREEMENT, dated July 2, 2010 (this “ Agreement ”), by and among, China Unitech Group, Inc., a Nevada corporation (the “ Company ”), and the shareholder identified on the signature page (the “ Cancelling Party ”).
On or about the date hereof, the Company has entered into a Share Exchange Agreement with Classic Bond Development Limited, a British Virgin Islands company (“ Classic Bond ”), and its shareholders (the “ Shareholders ”), pursuant to which the Company will acquire from the Shareholders all of the issued and outstanding capital stock of Classic Bond in exchange for 18,800,000 shares of the Company’s common stock (the “ Share Exchange Transaction ”).
It is a condition precedent to the consummation of the Share Exchange Transaction that the Cancelling Party enter into this Agreement, and that certain other shareholders of the Company (the “Other Cancelling Parties”) who are also cancelling shares enter into similar cancellation agreements, which will effectuate the cancellation of an aggregate of 4,973,600 shares of the common stock, par value $.00001 per share, of the Company held by the Cancelling Party and the Other Cancelling Parties (the “ Subject Shares ”). The Cancelling Party is entering into this Agreement to, among other things, induce Classic Bond and the Shareholders to enter into the Share Exchange Transaction and the Cancelling Party acknowledges that Classic Bond and the Shareholders would not consummate the transactions contemplated by the Share Exchange Transaction unless the transactions contemplated hereby are effectuated in accordance herewith.
NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Cancellation of Subject Shares . The Cancelling Party has delivered to the Company for cancellation stock certificates representing the number of shares of the Company’s Common Stock specified on the signature page hereto under the caption “Subject Shares” (the “Subject Shares”) along with duly executed medallion guaranteed stock powers covering the Subject Shares (or such other documents acceptable to the Company’s transfer agent) and hereby irrevocably instructs the Company and the Company’s transfer agent to cancel the Subject Shares such that the Subject Shares will no longer be outstanding on the stock ledger of the Company and such that the Cancelling Party shall no longer have any interest in the Subject Shares whatsoever. The Company shall immediately deliver to the Company’s transfer agent irrevocable instructions providing for the cancellation of the Subject Shares.
2. Representations by the Cancelling Party .
(a) The Cancelling Party owns the Subject Shares, of record and beneficially, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind whatsoever. The Cancelling Party has sole control over the Subject Shares or sole discretionary authority over any account in which they are held. Except for this Agreement, no person has any option or right to purchase or otherwise acquire the Subject Shares, whether by contract of sale or otherwise, nor is there a “short position” as to the Subject Shares.