Exhibit 4.1


CHINA INTERNET CAFÉ HOLDINGS GROUP,
INC.


2014 INCENTIVE STOCK PLAN


	 


 


This
China Internet Café Holdings Group, Inc. 2014 Incentive Stock Plan (the “Plan”) is designed
to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success
of the Company.  These objectives are accomplished by making long-term incentive awards under the Plan thereby providing
Participants with a proprietary interest in the growth and performance of the Company.


 


	1.	Definitions.


 


	 	(a)	“Board” - The Board of Directors of the Company.


 


	 	(b)	“Code” - The Internal Revenue Code of 1986, as amended from time to time.


 


	 	(c)	“Committee” - The Compensation Committee of the Company's Board, or such other committee of the Board that is designated by the Board to administer the Plan, composed of not less than two members of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


	 	(d)	“Company” – China Internet Café Holdings Group, Inc. and its subsidiaries and affiliated entities.


 


	 	(e)	“Exchange Act” - The Securities Exchange Act of 1934, as amended from time to time.


 


	 	(f)	“Fair Market Value” - The fair market value of the Company's issued and outstanding Stock as determined in good faith by the Board or Committee.


 


	 	(g)	“Grant” - The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly, in combination or in tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.


 


	 	(h)	“Grant Agreement” - An agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.


 


	 	(i)	“Nevada Securities Rules” – Nevada Securities Uniform Act.


 


	 	(j)	“Option” - Either an Incentive Stock Option, in accordance with Section 422 of the Code, or a Nonstatutory Option, to purchase the Company's Stock that may be awarded to a Participant under the Plan. A Participant who receives an award of an Option shall be referred to as an “Optionee.”


 


	 	(k)	“Participant” - A director, officer, employee or consultant of the Company to whom an Award has been made under the Plan.


 


	 	(l)	“Restricted Stock Purchase Offer” - A Grant of the right to purchase a specified number of shares of Stock pursuant to a written agreement issued under the Plan.


 


	 	(m)	“Securities Act” - The Securities Act of 1933, as amended from time to time.


 


	 	(n)	“Stock” - Authorized and issued or unissued shares of common stock of the Company.


  


	 	(o)	“Stock Award” - A Grant made under the Plan in stock or denominated in units of stock for which the Participant is not obligated to pay additional consideration.


 






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	2.	Administration.


 


The Plan shall
be administered by the Board, provided however, that the Board may delegate such administration to the Committee. Subject to the
provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in its discretion, Incentive Stock Options
in accordance with Section 422 of the Code, or Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers; (b) determine
in good faith the fair market value of the Stock covered by any Grant; (c) determine which eligible persons shall receive Grants
and the number of shares, restrictions, terms and conditions to be included in such Grants; (d) construe and interpret the Plan;
(e) promulgate, amend and rescind  rules and regulations relating to its administration, and correct defects, omissions
and inconsistencies in the Plan or any Grant; (f) consistent with the Plan and with the consent of the Participant, as appropriate,
amend any outstanding Grant or amend the exercise date or dates thereof; (g) determine the duration and purpose of leaves of absence
which may be granted to Participants without constituting termination of their employment for the purpose of the Plan or any Grant;
and (h) make all other determinations necessary or advisable for the Plan's administration. The interpretation and construction
by the Board of any provisions of the Plan or selection of Participants shall be conclusive and final. No member of the Board or
the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Grant made thereunder.


 


	3.	Eligibility.


 


	 	(a)	General:  The persons who shall be eligible to receive Grants shall be directors, officers, employees or consultants to the Company. The term consultant shall mean any person, other than an employee, who is engaged by the Company to render services and is compensated for such services. An Optionee may hold more than one Option. Any issuance of a Grant to an officer or director of the Company subsequent to the first registration of any of the securities of the Company under the Exchange Act shall comply with the requirements of Rule 16b-3.


 


	 	(b)	Incentive Stock Options:  Incentive Stock Options may only be issued to employees of the Company. Incentive Stock Options may be granted to officers or directors, provided they are also employees of the Company. Payment of a director's fee shall not be sufficient to constitute employment by the Company.


 


The Company shall
not grant an Incentive Stock Option under the Plan to any employee if such Grant would result in such employee holding the right
to exercise for the first time in any one calendar year, under all Incentive Stock Options granted under the Plan or any other
plan maintained by the Company, with respect to shares of Stock having an aggregate Fair Market Value, determined as of the date
of the Option is granted, in excess of $100,000. Should it be determined that an Incentive Stock Option granted under the Plan
exceeds such maximum for any reason other than a failure in good faith to value the Stock subject to such option, the excess portion
of such option shall be considered a Nonstatutory Option. To the extent the employee holds two (2) or more such Options which become
exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such Option as Incentive
Stock Options under the Federal tax laws shall be applied on the basis of the order in which such Options are granted. If, for
any reason, an entire Option does not qualify as an Incentive Stock Option by reason of exceeding such maximum, such Option shall
be considered a Nonstatutory Option.


 


	 	(c)	Nonstatutory Option: The provisions of the foregoing Section 3(b) shall not apply to any Option designated as a “Nonstatutory Option” or which sets forth the intention of the parties that the Option be a Nonstatutory Option.


 


	 	(d)	Stock Awards and Restricted Stock Purchase Offers:  The provisions of this Section 3 shall not apply to any Stock Award or Restricted Stock Purchase Offer under the Plan.


 






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	4.	Stock.


 


	 	(a)	Authorized Stock: Stock subject to Grants may be either unissued or reacquired Stock.



 


	 

                                     
	(b)	Number of Shares:  Subject to adjustment as provided in Section 5(i) of the Plan, the total number of shares of Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly through exercise of Options granted under the Plan shall not exceed Two Million Five Hundred Sixty-Eight Thousand Nine Hundred Fifty-Two (2,568,952). If any Grant shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect to such shares. Any shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be available for future Grants as though not previously covered by a Grant.


 


	 	(c)	Reservation of Shares:  The Company shall reserve and keep available at all times during the term of the Plan such number of shares as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not include the registration of the Plan or Grants under the Securities Act, the Company is unable to obtain authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Company for the lawful issuance of shares hereunder, the Company shall be relieved of any liability with respect to its failure to issue and sell the shares for which such requisite authority was so deemed necessary unless and until such authority is obtained.


 


	 	(d)	Application of Funds: The proceeds received by the Company from the sale of Stock pursuant to the exercise of Options or rights under Stock Purchase Agreements will be used for general corporate purposes.


 


	 	(e)	No Obligation to Exercise: The issuance of a Grant shall impose no obligation upon the Participant to exercise any rights under such Grant.


 


	5.	Terms and Conditions of Options.


 


Options granted
hereunder shall be evidenced by agreements between the Company and the respective Optionees, in such form and substance as the
Board or Committee shall from time to time approve. The form of Incentive Stock Option Agreement attached hereto as Exhibit
A and the three forms of a Nonstatutory Stock Option Agreement for employees, for directors and for consultants, attached hereto
as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, shall be deemed to be approved by the Board.
Option agreements need not be identical, and in each case may include such provisions as the Board or Committee may determine,
but all such agreements shall be subject to and limited by the following terms and conditions:


 


	 	(a)	Number of Shares: Each Option shall state the number of shares to which it pertains.


 


	 	(b)	Exercise Price: Each Option shall state the exercise price, which shall be determined as follows:


 


	 	(i)	Any Incentive Stock Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company (“Ten Percent Holder”) shall have an exercise price of no less than 110% of the Fair Market Value of the Stock as of the date of grant; and


 


	 	(ii)	Incentive Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an exercise price of no less than 100% of the Fair Market Value of the Stock as of the date of grant.


 


For the purposes
of this Section 5(b), the Fair Market Value shall be as determined by the Board in good faith, which determination shall be conclusive
and binding; provided however, that if there is a public market for such Stock, the Fair Market Value per share shall be the closing
price on the date of grant of the Option as furnished by the OTC Markets, or if listed on a stock exchange, the closing price on
such exchange on such date of grant.


 






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	 	(c)	Medium and Time of Payment:  The exercise price shall become immediately due upon exercise of the Option and shall be paid in cash or check made payable to the Company. Should the Company's outstanding Stock be registered under Section 12(g) of the Exchange Act at the time the Option is exercised, then the exercise price may also be paid as follows:


 


	 	(i)	in shares of Stock held by the Optionee for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on the exercise date, or


 


	 	(ii)	through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such purchase and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction.


 


At the discretion
of the Board, exercisable either at the time of Option grant or of Option exercise, the exercise price may also be paid (i) by
Optionee's delivery of a promissory note in form and substance satisfactory to the Company and permissible under the Nevada Securities
Rules and bearing interest at a rate determined by the Board in its sole discretion, but in no event less than the minimum rate
of interest required to avoid the imputation of compensation income to the Optionee under the Federal tax laws, or (ii) in such
other form of consideration permitted by the Nevada corporations law as may be acceptable to the Board.


 


	 	(d)	Term and Exercise of Options:


 


Any Option granted
to an employee, consultant or director of the Company shall become exercisable over a period of no longer than ten (10) years.
Unless otherwise specified by the Board or the Committee in the resolution authorizing such Option, the date of grant of an Option
shall be deemed to be the date upon which the Board or the Committee authorizes the granting of such Option. Each Option shall
be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements may provide. During
the lifetime of an Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable by
the Optionee, and no other person shall acquire any rights therein. To the extent not exercised, installments (if more than one)
shall accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as stated in the Option agreement,
whether or not other installments are then exercisable.


 


	 	(e)	Termination of Status as Employee, Consultant or Director:  If Optionee's status as an employee shall terminate for any reason other than Optionee's disability or death, then Optionee (or if the Optionee shall die after such termination, but prior to exercise, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right to exercise the portions of any of Optionee's Incentive Stock Options which were exercisable as of the date of such termination, in whole or in part, not less than 30 days nor more than three (3) months after such termination (or, in the event of “termination for good cause” as that term is defined in Nevada case law related thereto, or by the terms of the Plan or the Option Agreement or an employment agreement, the Option shall automatically terminate as of the termination of employment as to all shares covered by the Option).


 


With respect to
Nonstatutory Options granted to employees, directors or consultants, the Board may specify such period for exercise, not less than
30 days after such termination (except that in the case of “termination for cause” or removal of a director,
the Option shall automatically terminate as of the termination of employment or services as to shares covered by the Option, following
termination of employment or services as the Board deems reasonable and appropriate. The Option may be exercised only with respect
to installments that the Optionee could have exercised at the date of termination of employment or services. Nothing contained
herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the Company to
terminate the employment or services of an Optionee with or without cause.


 






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	 	(f)	Disability of Optionee:  If an Optionee is disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the three (3) month period set forth in Section 5(e) shall be a period, as determined by the Board and set forth in the Option, of not less than six months nor more than one year after such termination.


 


	 	(g)	Death of Optionee:  If an Optionee dies while employed by, engaged as a consultant to, or serving as a Director of the Company, the portion of such Optionee's Option which was exercisable at the date of death may be exercised, in whole or in part, by the estate of the decedent or by a person succeeding to the right to exercise such Option at any time within (i) a period, as determined by the Board and set forth in the Option, of not less than six (6) months nor more than one (1) year after Optionee's death, which period shall not be more, in the case of a Nonstatutory Option, than the period for exercise following termination of employment or services, or (ii) during the remaining term of the Option, whichever is the lesser. The Option may be so exercised only with respect to installments exercisable at the time of Optionee's death and not previously exercised by the Optionee.


 


	 	(h)	Nontransferability of Option:  No Option shall be transferable by the Optionee, except by will or by the laws of descent and distribution.


 


	 	(i)	Recapitalization:  Subject to any required action of shareholders, the number of shares of Stock covered by each outstanding Option, and the exercise price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock of the Company resulting from a stock split, stock dividend, combination, subdivision or reclassification of shares, or the payment of a stock dividend, or any other increase or decrease in the number of such shares affected without receipt of consideration by the Company; provided, however, the conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration” by the Company.


 


In the event of
a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity,
or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”),
unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization.  In such event, if the entity which shall
be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised
Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall
provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such
Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior
to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the
remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment
provisions of Paragraph 6(d) of the Plan; provided, that any such right granted shall be granted to all Optionees not receiving
an offer to receive substitute options on a consistent basis, and provided further, that any such exercise shall be subject to
the consummation of such Reorganization.


 


Subject to any
required action of shareholders, if the Company shall be the surviving entity in any merger or consolidation, each outstanding
Option thereafter shall pertain to and apply to the securities to which a holder of shares of Stock equal to the shares subject
to the Option would have been entitled by reason of such merger or consolidation.


 


In the event of a change in the Stock
of the Company as presently constituted, which is limited to a change of all of its authorized shares without par value into the
same number of shares with a par value, the shares resulting from any such change shall be deemed to be the Stock within the meaning
of the Plan.


 






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To the extent
that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Section 5(i), the Optionee
shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class, and the number or price of shares of
Stock subject to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution, liquidation,
merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


 


The Grant of an
Option pursuant to the Plan shall not affect in any way the right or power of the Company to make any adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or
transfer all or any part of its business or assets.


 


	 	(j)	Rights as a Shareholder:  An Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until the effective date of the issuance of the shares following exercise of such Option by Optionee. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 5(i) hereof.


 


	 	(k)	Modification, Acceleration, Extension, and Renewal of Options:  Subject to the terms and conditions and within the limitations of the Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised, and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided such action is permissible under Section 422 of the Code and the Nevada Securities Rules. Notwithstanding the provisions of this Section 5(k), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee's detriment or impair any rights or obligations under any Option theretofore granted under the Plan.


 


	 	(l)	Exercise Before Exercise Date:  At the discretion of the Board, the Option may, but need not, include a provision whereby the Optionee may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment thereof. Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company upon termination of Optionee's employment as contemplated by Section 5(n) hereof prior to the exercise date stated in the Option and such other restrictions and conditions as the Board or Committee may deem advisable.


 


	 	(m)	Other Provisions:  The Option agreements authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. Shares shall not be issued pursuant to the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder would violate, in the opinion of legal counsel for the Company, the provisions of any applicable law or the rules or regulations of any applicable governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange Act, the Nevada Securities Rules, Nevada corporation law, and the rules promulgated under the foregoing or the rules and regulations of any exchange upon which the shares of the Company are listed. Without limiting the generality of the foregoing, the exercise of each Option shall be subject to the condition that if at any time the Company shall determine that (i) the satisfaction of withholding tax or other similar liabilities, or (ii) the listing, registration or qualification of any shares covered by such exercise upon any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or (iv) the perfection of any exemption from any such withholding, listing, registration, qualification, consent or approval is necessary or desirable in connection with such exercise or the issuance of shares thereunder, then in any such event, such exercise shall not be effective unless such withholding, listing registration, qualification, consent, approval or exemption shall have been effected, obtained or perfected free of any conditions not acceptable to the Company.


 


	 	(n)	Repurchase Agreement:  The Board may, in its discretion, require as a condition to the Grant of an Option hereunder, that an Optionee execute an agreement with the Company, in form and substance satisfactory to the Board in its discretion (“Repurchase Agreement”), (i) restricting the Optionee's right to transfer shares purchased under such Option without first offering such shares to the Company or another shareholder of the Company upon the same terms and conditions as provided therein; and (ii) providing that upon termination of Optionee's employment with the Company, for any reason, the Company (or another shareholder of the Company, as provided in the Repurchase Agreement) shall have the right at its discretion (or the discretion of such other shareholders) to purchase and/or redeem all such shares owned by the Optionee on the date of termination of his or her employment at a price equal to: (A) the fair value of such shares as of such date of termination; or (B) if such repurchase right lapses at 20% of the number of shares per year, the original purchase price of such shares, and upon terms of payment permissible under the Nevada Securities Rules; provided that in the case of Options or Stock Awards granted to officers, directors, consultants or affiliates of the Company, such repurchase provisions may be subject to additional or greater restrictions as determined by the Board or Committee.


 






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	6.	Stock Awards and Restricted Stock Purchase Offers.


 


	 	(a)	Types of Grants.


 


	 	(i)	Stock Award.  All or part of any Stock Award under the Plan may be subject to conditions established by the Board or the Committee, and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service with the Company, achievement of specific business objectives, increases in specified indices, attaining growth rates and other comparable measurements of Company performance. Such Awards may be based on Fair Market Value or other specified valuation. All Stock Awards will be made pursuant to the execution of a Stock Award Agreement substantially in the form attached hereto as Exhibit C.


 


	 	(ii)	Restricted Stock Purchase Offer.  A Grant of a Restricted Stock Purchase Offer under the Plan shall be subject to such (i) vesting contingencies related to the Participant's continued association with the Company for a specified time and (ii) other specified conditions as the Board or Committee shall determine, in their sole discretion, consistent with the provisions of the Plan. All Restricted Stock Purchase Offers shall be made pursuant to a Restricted Stock Purchase Offer substantially in the form attached hereto as Exhibit D.


 


	 	(b)	Conditions and Restrictions.  Shares of Stock which Participants may receive as a Stock Award under a Stock Award Agreement or Restricted Stock Purchase Offer under a Restricted Stock Purchase Offer may include such restrictions as the Board or Committee, as applicable, shall determine, including restrictions on transfer, repurchase rights, right of first refusal, and forfeiture provisions. When transfer of Stock is so restricted or subject to forfeiture provisions it is referred to as “Restricted Stock”. Further, with Board or Committee approval, Stock Awards or Restricted Stock Purchase Offers may be deferred, either in the form of installments or a future lump sum distribution. The Board or Committee may permit selected Participants to elect to defer distributions of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established by the Board or Committee to assure that such deferrals comply with applicable requirements of the Code including, at the choice of Participants, the capability to make further deferrals for distribution after retirement. Any deferred distribution, whether elected by the Participant or specified by the Stock Award Agreement, Restricted Stock Purchase Offers or by the Board or Committee, may require the payment be forfeited in accordance with the provisions of Section 6(c). Dividends or dividend equivalent rights may be extended to and made part of any Stock Award or Restricted Stock Purchase Offers denominated in Stock or units of Stock, subject to such terms, conditions and restrictions as the Board or Committee may establish.


  


		(c)	Cancellation
and Rescission of Grants.  Unless the Stock Award Agreement or Restricted Stock Purchase Offer specifies otherwise,
the Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if the Participant is
not in compliance with all other applicable provisions of the Stock Award Agreement or Restricted Stock Purchase Offer, the Plan
and with the following conditions:


 






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		(i)	A
Participant shall not render services for any organization or engage directly or indirectly in any business which, in the judgment
of the chief executive officer of the Company or other senior officer designated by the Board or Committee, is or becomes competitive
with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes
otherwise prejudicial to or in conflict with the interests of the Company. For Participants whose employment has terminated, the
judgment of the chief executive officer shall be based on the Participant's position and responsibilities while employed by the
Company, the Participant's post-employment responsibilities and position with the other organization or business, the extent of
past, current and potential competition or conflict between the Company and the other organization or business, the effect on
the Company's customers, suppliers and competitors and such other considerations as are deemed relevant given the applicable facts
and circumstances.  A Participant who has retired shall be free, however, to purchase as an investment or otherwise,
stock or other securities of such organization or business so long as they are listed upon a recognized securities exchange or
traded over-the-counter, and such investment does not represent a substantial investment to the Participant or a greater than
ten percent (10%) equity interest in the organization or business.


 


		(ii)	A
Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use in
other than the Company's business, any confidential information or material, relating to the business of the Company, acquired
by the Participant either during or after employment with the Company.


 


		(iii)	A
Participant, shall disclose promptly and assign to the Company all right, title and interest in any invention or idea, patentable
or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated
business, research or development work of the Company and shall do anything reasonably necessary to enable the Company to secure
a patent where appropriate in the United States and in foreign countries.


 


		(iv)	Upon
exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form acceptable to the Committee that he
or she is in compliance with the terms and conditions of the Plan. Failure to comply with all of the provisions of this Section
6(c) prior to, or during the six months after, any exercise, payment or delivery pursuant to a Grant shall cause such exercise,
payment or delivery to be rescinded. The Company shall notify the Participant in writing of any such rescission within two years
after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Participant shall
pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery
pursuant to a Grant. Such payment shall be made either in cash or by returning to the Company the number of shares of Stock that
the Participant received in connection with the rescinded exercise, payment or delivery.


 


		(d)	Nonassignability.


 


		(i)	Except
pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii), no Grant or any other benefit under the Plan shall
be assignable or transferable, or payable to or exercisable by, anyone other than the Participant to whom it was granted.


 


		(ii)	Where
a Participant terminates employment and retains a Grant pursuant to Section 6(e)(ii) in order to assume a position with a governmental,
charitable or educational institution, the Board or Committee, in its discretion and to the extent permitted by law, may authorize
a third party (including but not limited to the trustee of a “blind” trust), acceptable to the applicable governmental
or institutional authorities, the Participant and the Board or Committee, to act on behalf of the Participant with regard to such
Awards.


 






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		(e)	Termination
of Employment.  If the employment or service to the Company of a Participant terminates, other than pursuant to
any of the following provisions under this Section 6(e), all unexercised, deferred and unpaid Stock Awards or Restricted Stock
Purchase Offers shall be cancelled immediately, unless the Stock Award Agreement or Restricted Stock Purchase Offer provides otherwise:


 


		(i)	Retirement
Under a Company Retirement Plan.  When a Participant's employment terminates as a result of retirement in accordance
with the terms of a Company retirement plan, the Board or Committee may permit Stock Awards or Restricted Stock Purchase Offers
to continue in effect beyond the date of retirement in accordance with the applicable Grant Agreement and the exercisability and
vesting of any such Grants may be accelerated.


 


		(ii)	Rights
in the Best Interests of the Company.  When a Participant resigns from the Company and, in the judgment of the Board
or Committee, the acceleration and/or continuation of outstanding Stock Awards or Restricted Stock Purchase Offers would be in
the best interests of the Company, the Board or Committee may (i) authorize, where appropriate, the acceleration and/or continuation
of all or any part of Grants issued prior to such termination and (ii) permit the exercise, vesting and payment of such Grants
for such period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation pursuant to Section 9 or
at such time as the Board or Committee shall deem the continuation of all or any part of the Participant's Grants are not in the
Company's best interest.


 


		(iii)	Death
or Disability of a Participant.


 


		(1)	In
the event of a Participant's death, the Participant's estate or beneficiaries shall have a period up to the expiration date specified
in the Grant Agreement within which to receive or exercise any outstanding Grant held by the Participant under such terms as may
be specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall pass by will or the laws of descent
and distribution in the following order: (a) to beneficiaries so designated by the Participant; if none, then (b) to a legal representative
of the Participant; if none, then (c) to the persons entitled thereto as determined by a court of competent jurisdiction. Grants
so passing shall be made at such times and in such manner as if the Participant were living.


 


		(2)	In
the event a Participant is deemed by the Board or Committee to be unable to perform his or her usual duties by reason of mental
disorder or medical condition which does not result from facts which would be grounds for termination for cause, Grants and rights
to any such Grants may be paid to or exercised by the Participant, if legally competent, or a committee or other legally designated
guardian or representative if the Participant is legally incompetent by virtue of such disability.


 


		(3)	After
the death or disability of a Participant, the Board or Committee may in its sole discretion at any time (1) terminate restrictions
in Grant Agreements; (2) accelerate any or all installments and rights; and (3) instruct the Company to pay the total of any accelerated
payments in a lump sum to the Participant, the Participant's estate, beneficiaries or representative; notwithstanding that, in
the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the Grant might
ultimately have become payable to other beneficiaries.


 


		(4)	In
the event of uncertainty as to interpretation of or controversies concerning this Section 6, the determinations of the Board or
Committee, as applicable, shall be binding and conclusive.


 


	7.	Investment Intent.


 


All Grants under the
Plan are intended to be exempt from registration under the Securities Act provided by Section 4(2) thereunder. Unless and until
the granting of Options or sale and issuance of Stock subject to the Plan are registered under the Securities Act or shall be exempt
pursuant to the rules promulgated thereunder, each Grant under the Plan shall provide that the purchases or other acquisitions
of Stock thereunder shall be for investment purposes and not with a view to, or for resale in connection with, any distribution
thereof. Further, unless the issuance and sale of the Stock have been registered under the Securities Act, each Grant shall provide
that no shares shall be purchased upon the exercise of the rights under such Grant unless and until (i) all then applicable requirements
of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its
counsel, and (ii) if requested to do so by the Company, the person exercising the rights under the Grant shall (i) give written
assurances as to knowledge and experience of such person (or a representative employed by such person) in financial and business
matters and the ability of such person (or representative) to evaluate the merits and risks of exercising the Option, and (ii)
execute and deliver to the Company a letter of investment intent and/or such other form related to applicable exemptions from registration,
all in such form and substance as the Company may require. If shares are issued upon exercise of any rights under a Grant without
registration under the Securities Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment
restrictions or representations made upon the exercise of such rights.


 






    	16



    	 



    

 


	8.	Amendment, Modification, Suspension or Discontinuance of the Plan.


 


The Board may,
insofar as permitted by law, from time to time, with respect to any shares at the time not subject to outstanding Grants, suspend
or terminate the Plan or revise or amend it in any respect whatsoever, provided, provided no such action shall alter or impair
the rights and obligations under any Option, or Stock Award, or Restricted Stock Purchase Offer outstanding as of the date thereof
without the written consent of the Participant thereunder. No Grant may be issued while the Plan is suspended or after it is terminated,
but the rights and obligations under any Grant issued while the Plan is in effect shall not be impaired by suspension or termination
of the Plan.


 


In the event of any
change in the outstanding Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization,
merger, or similar event, the Board or the Committee may adjust proportionally (a) the number of shares of Stock (i) reserved under
the Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and (iii) covered by outstanding Stock Awards or
Restricted Stock Purchase Offers; (b) the Stock prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change affecting the Stock or any distribution (other
than normal cash dividends) to holders of Stock, such adjustments as may be deemed equitable by the Board or the Committee, including
adjustments to avoid fractional shares, shall be made to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board or the Committee shall be
authorized to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Code applies, and other
Grants by means of substitution of new Grant Agreements for previously issued Grants or an assumption of previously issued Grants.


 


	9.	Tax Withholding.


 


The Company shall have
the right to deduct applicable taxes from any Grant payment and withhold, at the time of delivery or exercise of Options, Stock
Awards or Restricted Stock Purchase Offers or vesting of shares under such Grants, an appropriate number of shares for payment
of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations
for withholding of such taxes. If Stock is used to satisfy tax withholding, such stock shall be valued based on the Fair Market
Value when the tax withholding is required to be made.


 


	10.	Availability of Information.


 


During the term
of the Plan and any additional period during which a Grant granted pursuant to the Plan shall be exercisable, the Company shall
make available, not later than one hundred and twenty (120) days following the close of each of its fiscal years, such financial
and other information regarding the Company as is required by the bylaws of the Company and applicable law to be furnished in an
annual report to the shareholders of the Company.


 


	11.	Notice.


 


Any written notice to the Company required
by any of the provisions of the Plan shall be addressed to the chief executive officer of the Company, and shall become effective
when it is received by the office of the chief executive officer.


 






    	17



    	 



    

 


	12.	Indemnification of Board.


 


In addition to such
other rights or indemnifications as they may have as directors or otherwise, and to the extent allowed by applicable law, the members
of the Board and the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of any claim, action, suit or proceeding, or in connection with
any appeal thereof, to which they or any of them may be a party by reason of any action taken, or failure to act, under or in connection
with the Plan or any Grant granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such claim,
action, suit or proceeding, except in any case in relation to matters as to which it shall be adjudged in such claim, action, suit
or proceeding that such Board or Committee member is liable for negligence or misconduct in the performance of his or her duties;
provided that within sixty (60) days after institution of any such action, suit or Board proceeding the member involved shall offer
the Company, in writing, the opportunity, at its own expense, to handle and defend the same.


 


	13.	Governing Law.


 


The Plan and all
determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the Code or the securities
laws of the United States, shall be governed by the law of the State of Nevada and construed accordingly.


 


	14.	Effective and Termination Dates.


 


The Plan was approved
by the Board and became effective on February 27, 2014. The Plan shall terminate at the close of business on February 26, 2024,
subject to earlier termination by the Board pursuant to Section 8.


 


[SIGNATURE PAGE TO FOLLOW]     


 






    	18



    	 



    

 


The foregoing 2014
Incentive Stock Plan was duly adopted and approved by the Board of Directors on February 27, 2014.


 


	 	
        CHINA INTERNET CAFÉ
        HOLDINGS GROUP, INC.

        a Nevada corporation
	 
	 	 	 
	 	By:	/s/ Dishan Guo	 
	 	 	
        Name: Dishan Guo

        Title:   Chief Executive Officer
	 


  






    	19



    	 



    

  


EXHIBIT A


 


CHINA INTERNET CAFÉ HOLDINGS GROUP,
INC.


INCENTIVE STOCK OPTION AGREEMENT`


	 


 


This
Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth
below, by and between CHINA INTERNET CAFÉ HOLDINGS GROUP, INC., a Nevada corporation (the “Company”),
and the employee of the Company named in Section 1(b). (“Optionee”):


 


In consideration of the covenants herein set forth, the parties
hereto agree as follows:


 


1.  Option Information.


 


	(a)	Date of Option:	 	 
	 	 	 	 
	(b)	Optionee:	 	 
	 	 	 	 
	(c)	Number of Shares:	 	 
	 	 	 	 
	(d)	Exercise Price:	 	 


 


2.  Acknowledgements.


 


	 	(a)	Optionee is an employee of the Company.


 


(b)       
  The Board of Directors (the “Board” which term shall include an authorized committee of the Board of
Directors) of the Company have heretofore adopted a 2014 Incentive Stock Plan (the “Plan”), pursuant to which
this Option is being granted.


 


(c)          
The Board has authorized the granting to Optionee of an incentive stock option (“Option”) as defined in Section
422 of the Internal Revenue Code of 1986, as amended, (the “Code”) to purchase shares of common stock of the
Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereunder.


 


3.  Shares; Price.  The
Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other consideration as is authorized
under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price per Share set forth in Section
1(d) above (the “Exercise Price”), such price being not less than the fair market value per share of the Shares
covered by this Option as of the date hereof (unless Optionee is the owner of Stock possessing ten percent or more of the total
voting power or value of all outstanding Stock of the Company, in which case the Exercise Price shall be no less than 110% of the
fair market value of such Stock).


 


4.  Term of Option; Continuation
of Employment.  This Option shall expire, and all rights hereunder to purchase the Shares shall terminate ____ (___)
years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of,
the termination of Optionee's employment if such termination occurs prior to the end of such ____ (___) year period. Nothing contained
herein shall confer upon Optionee the right to the continuation of his or her employment by the Company or to interfere with the
right of the Company to terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence
at the date hereof.


 






    	20



    	 



    

 


5.  Vesting
of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee's
employment in ______ equal annual installments of _______ percent of the Shares covered by this Option, the first installment to
be exercisable on _______ anniversary of the date of this Option (the “Initial Vesting Date”), with an additional _____
percent of such Shares becoming exercisable on each of the successive periods following the Initial Vesting Date. The installments
shall be cumulative (i.e., this option may be exercised, as to any or all Shares covered by an installment, at any time or times
after an installment becomes exercisable and until expiration or termination of this option).


 


6.  Exercise.  This
Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b)
a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been
approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section
13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and
shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.


 


7.  Termination of Employment.  If
Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, other than by his or her
death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative
or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination
of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the
extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously
been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code)
at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; or (ii) if Optionee is terminated
“for cause,” as that term is defined by the terms of the Plan or this Option Agreement or by any employment
agreement between the Optionee and the Company, this Option shall automatically terminate as to all Shares covered by this Option
not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the
expiration date of this Option as defined in Section 4 hereof.


 


8.  Death of Optionee.  If
the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this
Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee
could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by Optionee.


 


9.  No Rights as Shareholder.  Optionee
shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective
date of issuance of Shares following exercise of this Option, and no adjustment will be made for dividends or other rights for
which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 hereof.


 


10.  Recapitalization.  Subject
to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price
thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision
or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company
shall not be deemed having been “effected without receipt of consideration by the Company”.


 






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In the event of a proposed dissolution
or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or
substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”), unless otherwise
provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall
be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does
not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option
or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee
with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole
and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately
prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5;
provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 


Subject to any required action by the shareholders
of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain
to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled
by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply.


 


In the event of a change in the shares
of the Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within
the meaning of this Option.


 


To the extent that the foregoing adjustments
relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected
by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class.


 


The grant of this Option shall not affect
in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or
assets.


 


11.  Additional Consideration.  Should
the Internal Revenue Service determine that the Exercise Price established by the Board as the fair market value per Share is less
than the fair market value per Share as of the date of Option grant, Optionee hereby agrees to tender such additional consideration,
or agrees to tender upon exercise of all or a portion of this Option, such fair market value per Share as is determined by the
Internal Revenue Service.


 


12. Modifications, Extension and Renewal
of Options.  The Board or Committee, as described in the Plan, may modify, extend or renew this Option or accept
the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore
(to the extent not theretofore exercised), subject at all times to the Plan, and Section 422 of the Code. Notwithstanding the foregoing
provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.


 


13.  Investment Intent; Restrictions
on Transfer.


 


(a) Optionee represents
and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such
exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and
that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory
to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either
before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation
and agreement and shall not be required to furnish the Company with the foregoing written statement.


 






    	22



    	 



    

 


(b) Optionee further
represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information.


 


(c) Unless and until
the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any
certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
form:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE APPLICABLE OR SECURITIES
LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


 


such other legend or legends as the Company
and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed
with the Company's transfer agent.


 


14.  Effects of Early Disposition.  Optionee
understands that if an Optionee disposes of shares acquired hereunder within two (2) years after the date of this Option or within
one (1) year after the date of issuance of such shares to Optionee, such Optionee will be treated for income tax purposes as having
received ordinary income at the time of such disposition of an amount generally measured by the difference between the purchase
price and the fair market value of such stock on the date of exercise, subject to adjustment for any tax previously paid, in addition
to any tax on the difference between the sales price and Optionee's adjusted cost basis in such shares. The foregoing amount may
be measured differently if Optionee is an officer, director or ten percent holder of the Company. Optionee agrees to notify the
Company within ten (10) working days of any such disposition.


 


15.  Stand-off Agreement.  Optionee
agrees that in connection with any registration of the Company's securities under the Securities Act, and upon the request of the
Company or any underwriter managing an underwritten offering of the Company's securities, Optionee shall not sell, short any sale
of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the
prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following the
effective date of registration of such offering.


 


16.  Restriction upon Transfer.  The
Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Optionee
except as hereinafter provided.


 


(a) Repurchase Right
on Termination Other Than for Cause. For the purposes of this Section, a “Repurchase Event” shall mean an
occurrence of one of (i) termination of Optionee's employment by the Company, voluntary or involuntary and with or without cause;
(ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which
a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage
of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee's spouse pursuant
thereto (in which case this Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Optionee
of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall
have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price equal to the fair
value of the Shares as of the date of the Repurchase Event.


 






    	23



    	 



    

 


(b) Repurchase Right
on Termination for Cause.  In the event Optionee's employment is terminated by the Company “for cause”,
then the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise
Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this
Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase
upon termination for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of
the date of termination, which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase
the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation.


 


(c)  Exercise
of Repurchase Right.  Any Repurchase Right under Paragraphs 16(a) or 16(b) shall be exercised by giving notice of
exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of
the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares.
If the Company cannot purchase all such Shares because it is unable to meet the financial tests set forth in Nevada corporation
law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares
not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 16.


 


(d)  Right
of First Refusal.  In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall
first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option
for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose
of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period,
except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those
offered to the Company.


 


(e)  Acceptance
of Restrictions.  Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and the
legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is the
holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)  Permitted
Transfers.  Notwithstanding any provisions in this Section 16 to the contrary, the Optionee may transfer Shares subject
to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any
such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement
(all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case
of clause (iv) of Section 16(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding
any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent
of the Optionee and the Company. 


 






    	24



    	 



    

 


17.  Notices.  Any
notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee
at the address last provided to the Company by Optionee for his or her employee records.


 


18.  Agreement Subject to
Plan; Applicable Law.  This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy
of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed
and delivered in the State of Nevada and the interpretation and enforcement shall be governed by the laws thereof and subject to
the exclusive jurisdiction of the courts therein.


 


[SIGNATURE PAGE TO FOLLOW]


 






    	25



    	 



    

 


In Witness Whereof,
the parties hereto have executed this Agreement as of the date first above written.


 


	COMPANY:	
        CHINA INTERNET
        CAFÉ HOLDINGS GROUP, INC.

        a Nevada corporation
	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: Dishan Guo	 
	 	 	Title:   Chief Executive Officer	 
	 	 	 	 
	OPTIONEE:	 	 	 
	 	By:	 	 
	 	 	(signature)	 
	 	 	 	 
	 	Name:	 	 


 


(one of the following, as appropriate,
shall be signed)


 


	
        I certify that as of the date hereof I am

        unmarried
	 	
        By his or her signature, the spouse of Optionee

        hereby agrees to be bound by the provisions of the

        foregoing INCENTIVE STOCK OPTION

        AGREEMENT

         

	 	 	 
	Optionee	 	Spouse of Optionee


 






    	26



    	 



    

 





Appendix A


 


NOTICE OF EXERCISE


 


CHINA INTERNET CAFÉ HOLDINGS GROUP, INC.


 


Re: Incentive Stock Option


 


Notice is hereby given pursuant to Section 6 of my Incentive
Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option
agreement:


 


Incentive Stock Option Agreement dated: ____________


 


Number of shares being purchased: ____________


 


Exercise Price: $____________


 


A check in the amount of the aggregate
price of the shares being purchased is attached.


 


I hereby confirm that such shares are being
acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution
thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal
or state securities laws. Further, I understand that the exemption from taxable income at the time of exercise is dependent upon
my holding such stock for a period of at least one year from the date of exercise and two years from the date of grant of the Option.


 


I understand that the certificate representing
the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state
or federal law or regulation applicable to the issuance or delivery of the Option Shares.


 


I agree to provide to the Company such
additional documents or information as may be required pursuant to the Company's 2014 Incentive Stock Plan.


 


	 	By:	 	 
	 	 	(signature)	 
	 	 	 	 
	 	Name:	 	 


 






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EXHIBIT B-1


 


CHINA INTERNET CAFÉ HOLDINGS GROUP,
INC.


EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENT


	 


 


This
Employee Nonstatutory Stock Option Agreement (“Agreement”) is made and entered into as of the date
set forth below, by and between CHINA INTERNET CAFÉ HOLDINGS GROUP, INC., a Nevada corporation (the “Company”),
and the following employee of the Company (“Optionee”):


 


In consideration of the covenants herein set forth, the parties
hereto agree as follows:


 


1.  Option Information.


 


	(a)	Date of Option:	 	 
	 	 	 	 
	(b)	Optionee:	 	 
	 	 	 	 
	(c)	Number of Shares:	 	 
	 	 	 	 
	(d)	Exercise Price:	 	 


 


2.  Acknowledgements.


 


(a) Optionee is an employee of the Company.


 


(b) The Board of Directors
(the “Board” which term shall include an authorized committee of the Board of Directors) of the Company have
heretofore adopted an 2014 Incentive Stock Plan (the “Plan”), pursuant to which this Option is being granted;
and


 


(c) The Board has authorized
the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of common stock of the
Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereunder.


 


3.  Shares; Price.  Company
hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other consideration as is authorized under
the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share
set forth in Section 1(d) above (the “Exercise Price”), such price being not less than eighty-five percent (85%)
of the fair market value per share of the Shares covered by this Option as of the date hereof.


 


4.  Term of Option; Continuation
of Service.  This Option shall expire, and all rights hereunder to purchase the Shares shall terminate, ___ (__)
years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of,
the termination of Optionee's employment if such termination occurs prior to the end of such ___ (__) year period. Nothing contained
herein shall confer upon Optionee the right to the continuation of his or her employment by the Company or to interfere with the
right of the Company to terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence
at the date hereof.


 






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5.  Vesting
of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee's
employment in ______ equal annual installments of _______ percent of the Shares covered by this Option, the first installment to
be exercisable on _______ anniversary of the date of this Option (the “Initial Vesting Date”), with an additional _____
percent of such Shares becoming exercisable on each of the successive periods following the Initial Vesting Date. The installments
shall be cumulative (i.e., this option may be exercised, as to any or all Shares covered by an installment, at any time or times
after an installment becomes exercisable and until expiration or termination of this option).


 


6.  Exercise.  This
Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A,
(b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has
been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in
Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution,
and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.


 


7.  Termination of Employment.  If
Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, other than by his or her
death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative
or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination
of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the
extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously
been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code)
at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; or (ii) if Optionee is terminated
“for cause,” as that term is defined by the terms of the Plan or this Option Agreement or by any employment agreement
between the Optionee and the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised
prior to termination.


 


Unless earlier terminated, all rights under
this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof.


 


8.  Death of Optionee.  If
the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this
Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee
could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by Optionee.


 


9.  No Rights as Shareholder.  Optionee
shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective
date of issuance of the Shares following exercise of this Option, and no adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section
10 hereof.


 


10.  Recapitalization.  Subject
to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price
thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision
or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company
shall not be deemed having been “effected without receipt of consideration by the Company”.


 


In the event of a proposed dissolution
or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or
substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”), unless otherwise
provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall
be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does
not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option
or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee
with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole
and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately
prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5;
provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 






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Subject to any required action by the shareholders
of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain
to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled
by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply.


 


In the event of a change in the shares
of the Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within
the meaning of this Option.


 


To the extent that the foregoing adjustments
relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected
by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class.


 


The grant of this Option shall not affect
in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or
assets.


 


11.  Taxation upon Exercise
of Option.  Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal
and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of
the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment
tax purposes will be made, if and as required by law, from Optionee's then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability
as a condition of the exercise of this Option.


 


12.  Modification, Extension
and Renewal of Options.  The Board or Committee, as described in the Plan, may modify, extend or renew this Option
or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution
therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and the Nevada Securities Rules.
Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee, alter
to the Optionee's detriment or impair any rights of Optionee hereunder.


 


13.  Investment Intent; Restrictions
on Transfer.


 


  (a)  Optionee represents
and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such
exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and
that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory
to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either
before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation
and agreement and shall not be required to furnish the Company with the foregoing written statement.


 






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(b)  Optionee
further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information


 


(c)  Unless
and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any
stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
form:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE APPLICABLE OR SECURITIES
LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


 


and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have
been placed with the Company's transfer agent.


 


14.  Stand-off Agreement.  Optionee
agrees that, in connection with any registration of the Company's securities under the Securities Act, and upon the request of
the Company or any underwriter managing an underwritten offering of the Company's securities, Optionee shall not sell, short any
sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without
the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following
the effective date of registration of such offering.


 


15.  Restriction Upon Transfer.  The
Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Optionee
except as hereinafter provided.


 


(a) Repurchase Right
on Termination Other Than For Cause. For the purposes of this Section, a “Repurchase Event” shall mean an occurrence
of one of (i) termination of Optionee's employment by the Company, voluntary or involuntary and with or without cause; (ii) retirement
or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which a voluntary
or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Optionee,
to the extent that any of the Shares are allocated as the sole and separate property of Optionee's spouse pursuant thereto (in
which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Optionee of Shares,
or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall have the
right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price equal to the fair value of
the Shares as of the date of the Repurchase Event.


 


    (b)
Repurchase Right on Termination for Cause. In the event Optionee's employment is terminated by the Company “for cause”,
then the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise
Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this
Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase
upon termination for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of
the date of termination, which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase
the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation.


 






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 (c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise
as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price
thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the
occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period shall
begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares.
If the Company cannot purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation
law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares
not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.


 


(d)
Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall first offer
to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such notice to specify
the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option for a period
of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise
such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree to pay the
purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during foregoing
option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such
Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period, except
that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered
to the Company.


 


(e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and the legending
of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is the holder of
the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares subject
to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any
such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement
(all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case
of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding
any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent
of the Optionee and the Company.


 


 (g)
Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate ____ (___) years following the
date of this Agreement.


 


16.  Notices.  Any
notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee
at the address last provided by Optionee for his or her employee records.


 






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17.  Agreement Subject to
Plan; Applicable Law.  This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy
of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed
and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject
to the exclusive jurisdiction of the courts therein.


 


[SIGNATURE PAGE TO FOLLOW]


 






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In Witness Whereof,
the parties hereto have executed this Agreement as of the date first above written.


 


	COMPANY:	
        CHINA INTERNET CAFÉ HOLDINGS GROUP, INC.

        a Nevada corporation
	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: Dishan Guo	 
	 	 	Title:   Chief Executive Officer	 
	 	 	 	 
	OPTIONEE:	 	 	 
	 	By:	 	 
	 	 	(signature)	 
	 	 	 	 
	 	Name:	 	 


 


(one of the following, as appropriate,
shall be signed)


 


	
        I certify that as of the date hereof I
        am

        unmarried
	 	
        By his or her signature, the spouse of
        Optionee

        hereby agrees to be bound by the provisions
        of the

        foregoing NONSTATUTORY STOCK OPTION

        AGREEMENT

	 	 	 
	Optionee	 	Spouse of Optionee


 






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Appendix A


 


NOTICE OF EXERCISE


 


CHINA INTERNET CAFÉ HOLDINGS GROUP,, INC.


 


Re: Nonstatutory Stock Option


 


Notice is hereby given pursuant to Section
6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price
set forth in my option agreement:


 


Nonstatutory Stock Option Agreement dated:
____________


 


Number of shares being purchased: ____________


 


Exercise Price: $____________


 


A check in the amount of the aggregate
price of the shares being purchased is attached.


 


I hereby confirm that such shares are being
acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution
thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal
or state securities laws. Further, I understand that the exemption from taxable income at the time of exercise is dependent upon
my holding such stock for a period of at least one year from the date of exercise and two years from the date of grant of the Option.


 


I understand that the certificate representing
the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state
or federal law or regulation applicable to the issuance or delivery of the Option Shares.


 


I agree to provide to the Company such
additional documents or information as may be required pursuant to the Company's 2014 Incentive Stock Plan.


 


	 	By:	 	 
	 	 	(signature)	 
	 	 	 	 
	 	Name:	 	 


  



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EXHIBIT B-2


 


CHINA INTERNET CAFÉ HOLDINGS GROUP,,
INC.


NONSTATUTORY STOCK OPTION AGREEMENT


	 


 


This
Nonstatutory Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth
below, by and between China INTERNET CAFÉ HOLDINGS GROUP,, Inc., a Nevada corporation (the “Company”),
and the following Director of the Company (“Optionee”):


 


In consideration of the covenants herein set forth, the parties
hereto agree as follows:


 


1.  Option Information.


 


	(a)	Date of Option:	 	 
	 	 	 	 
	(b)	Optionee:	 	 
	 	 	 	 
	(c)	Number of Shares:	 	 
	 	 	 	 
	(d)	Exercise Price:	 	 


 


2.  Acknowledgements.


 


(a)  Optionee is a member of the Board of Directors
of the Company.


 


(b)  The
Board of Directors (the “Board” which term shall include an authorized committee of the Board of Directors)
of the Company have heretofore adopted an 2014 Incentive Stock Plan (the “Plan”), pursuant to which this Option
is being granted; and


 


(c)  The
Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of
common stock of the Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption
from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2)
thereunder.


 


3.  Shares; Price.  Company
hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other consideration as is authorized under
the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share
set forth in Section 1(d) above (the “Exercise Price”), such price being not less than eighty-five percent (85%)
of the fair market value per share of the Shares covered by this Option as of the date hereof.


 


4.  Term of Option; Continuation
of Service.  This Option shall expire, and all rights hereunder to purchase the Shares shall terminate, _____ (__)
years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of,
the termination of Optionee's employment if such termination occurs prior to the end of such _____ (__) year period. Nothing contained
herein shall confer upon Optionee the right to the continuation of his or her employment by the Company or to interfere with the
right of the Company to terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence
at the date hereof.


 






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5.  Vesting of Option.


 


Subject to the provisions of Sections 7
and 8 hereof, this Option shall become vested and exercisable during the term of Optionee's employment in ___(__) equal annual
installments of ____ Shares covered by this Option, the first installment to be exercisable on the ___ anniversary of the date
of this Option.


 


6.  Exercise.  This
Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A,
(b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has
been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in
Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution,
and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.


 


7.  Termination of Service.  If
Optionee shall cease to serve as a Director of the Company for any reason, no further installments shall vest pursuant to Section
5, and the maximum number of Shares that Optionee may purchase pursuant hereto shall be limited to the number of Shares that were
vested as of the date Optionee ceases to be a Director (to the nearest whole Share). Thereupon, Optionee shall have the right to
exercise this Option, at any time during the remaining term hereof, to the extent, but only to the extent, that this Option was
exercisable as of the date Optionee ceases to be a Director; provided, however, if Optionee is removed as a Director pursuant to
the Nevada corporation law, the foregoing right to exercise shall automatically terminate on the date Optionee ceases to be a Director
as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option
shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof.


 


8.  Death of Optionee.  If
the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this
Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee
could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by Optionee.


 


9.  No Rights as Shareholder.  Optionee
shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective
date of issuance of the Shares following exercise of this Option, and no adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section
10 hereof.


 


10.  Recapitalization.  Subject
to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price
thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision
or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company
shall not be deemed having been “effected without receipt of consideration by the Company”.


 


In the event of a proposed dissolution
or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or
substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”), unless otherwise
provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall
be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does
not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option
or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee
with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole
and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately
prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5;
provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 






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Subject to any required action by the shareholders
of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain
to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled
by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply.


 


In the event of a change in the shares
of the Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within
the meaning of this Option.


 


To the extent that the foregoing adjustments
relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected
by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class.


 


The grant of this Option shall not affect
in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or
assets.


 


11.  Taxation upon Exercise
of Option.  Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal
and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of
the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment
tax purposes will be made, if and as required by law, from Optionee's then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability
as a condition of the exercise of this Option.


 


12.  Modification, Extension
and Renewal of Options.  The Board or Committee, as described in the Plan, may modify, extend or renew this Option
or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution
therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and the Nevada Securities Rules.  Notwithstanding
the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee's
detriment or impair any rights of Optionee hereunder.


 


13.  Investment Intent; Restrictions
on Transfer.


 


(a)  Optionee
represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares
upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof;
and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory
to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either
before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation
and agreement and shall not be required to furnish the Company with the foregoing written statement.


 






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(b)  Optionee
further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information


 


(c) Unless and until
the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any
certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split,
share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE APPLICABLE OR SECURITIES
LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


 


and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have
been placed with the Company's transfer agent.


 


14.  Stand-off Agreement.  Optionee
agrees that, in connection with any registration of the Company's securities under the Securities Act, and upon the request of
the Company or any underwriter managing an underwritten offering of the Company's securities, Optionee shall not sell, short any
sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without
the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following
the effective date of registration of such offering.


 


15.  Restriction Upon Transfer.  The
Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Optionee
except as hereinafter provided.


 


(a)  Repurchase
Right on Termination Other Than by Removal.  For the purposes of this Section, a “Repurchase Event”
shall mean an occurrence of one of (i) termination of Optionee's service as a director; (ii) death of Optionee; (iii) bankruptcy
of Optionee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is
filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Optionee, to the extent that any of the Shares
are allocated as the sole and separate property of Optionee's spouse pursuant thereto (in which case, this Section shall only apply
to the Shares so affected); or (v) any attempted transfer by the Optionee of Shares, or any interest therein, in violation of this
Agreement. Upon the occurrence of a Repurchase Event, and upon mutual agreement of the Company and Optionee, the Company may repurchase
all or any portion of the Shares of Optionee at a price equal to the fair value of the Shares as of the date of the Repurchase
Event.


 


(b)  Repurchase
Right on Removal.  In the event Optionee is removed as a director pursuant to Nevada corporation law, or Optionee
voluntarily resigns as a director prior to the date upon which the last installment of Shares becomes exercisable pursuant to Section
5, then the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise
Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this
Agreement; and shall thereafter lapse ratably in equal annual increments on each anniversary of the date of this Agreement over
the term of this Option specified in Section 4. In addition, the Company shall have the right, in the sole discretion of the Board
and without obligation, to repurchase upon removal or resignation all or any portion of the Shares of Optionee, at a price equal
to the fair value of the Shares as of the date of such removal or resignation, which right is not subject to the foregoing lapsing
of rights. In the event the Company elects to repurchase the Shares, the stock certificates representing the same shall forthwith
be returned to the Company for cancellation.


 






    	39



    	 



    

 


(c)  Exercise
of Repurchase Right.  Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of
exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of
the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option
period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash
(including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the
Shares. If the Company cannot purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada
corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections.
Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.


 


(d)  Right
of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall first offer to
sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such notice to specify
the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option for a period
of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise
such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree to pay the
purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during foregoing
option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such
Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period, except
that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered
to the Company.


 


(e)  Acceptance
of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and the legending of his
certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is the holder of the Shares,
or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights
of a shareholder with respect thereto.


 


(f)  Permitted
Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares subject to this
Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any such transferee(s);
provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement (all references
to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any
other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent
of the Optionee and the Company.


 


(g)  Release
of Restrictions on Shares. All other restrictions under this Section 15 shall terminate ____ (__) years following the date of this
Agreement.


 


16.  Notices.  Any
notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee
at the address last provided by Optionee for use in Company records related to Optionee.


 






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17.  Agreement Subject to
Plan; Applicable Law.  This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy
of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed
and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject
to the exclusive jurisdiction of the courts therein.


 


[SIGNATURE PAGE TO FOLLOW]


 






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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.


 


	COMPANY:	CHINA INTERNET CAFÉ HOLDINGS GROUP, INC.
	 	a Nevada corporation


 


	 	By: 	 	 
	 	 	Name: Dishan Guo	 
	 	 	Title:   Chief Executive Officer	 


 


	OPTIONEE:	 


 


	 	By:	 	 
	 	 	(signature)	 
	 	Name: 	 	 


 


(one of the following, as appropriate,
shall be signed)


 


	I certify that as of the date hereof I am unmarried	 	By his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT
	 	 	 
	Optionee	 	Spouse of Optionee


  






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Appendix A


 


NOTICE OF EXERCISE


 


CHINA INTERNET CAFÉ HOLDINGS GROUP,
INC.


 


Re: Nonstatutory Stock Option


 


Notice is hereby given pursuant to Section
6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price
set forth in my option agreement:


 


Nonstatutory Stock Option Agreement dated:
____________


 


Number of shares being purchased: ____________


 


Exercise Price: $____________


 


A check in the amount of the aggregate
price of the shares being purchased is attached.


 


I hereby confirm that such shares are being
acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution
thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal
or state securities laws. Further, I understand that the exemption from taxable income at the time of exercise is dependent upon
my holding such stock for a period of at least one year from the date of exercise and two years from the date of grant of the Option.


 


I understand that the certificate representing
the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state
or federal law or regulation applicable to the issuance or delivery of the Option Shares.


 


I agree to provide to the Company such
additional documents or information as may be required pursuant to the Company's 2014 Incentive Stock Plan.


 


	 	By:	 	 
	 	 	(signature)	 
	 	Name: 	 	 


  



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EXHIBIT B-3


 


CHINA INTERNET CAFÉ HOLDINGS GROUP,
INC.


CONSULTANT NONSTATUTORY STOCK OPTION
AGREEMENT


	 


 


This
Consultant Nonstatutory Stock Option Agreement (“Agreement”) is made and entered into as of the date
set forth below, by and between CHINA INTERNET CAFÉ HOLDINGS GROUP, INC., a Nevada corporation (the “Company”),
and the following consultant to the Company (herein, the “Optionee”):


 


In consideration of the covenants herein set forth, the parties
hereto agree as follows:


 


1.  Option Information.


 


	(a)	Date of Option:	 	 
	 	 	 	 
	(b)	Optionee:	 	 
	 	 	 	 
	(c)	Number of Shares:	 	 
	 	 	 	 
	(d)	Exercise Price:	 	 


 


2.  Acknowledgements.


 


(a)  Optionee
is an independent consultant to the Company, not an employee;


 


(b)  The
Board of Directors (the “Board” which term shall include an authorized committee of the Board of Directors)
of the Company have heretofore adopted an 2014 Incentive Stock Plan (the “Plan”), pursuant to which this Option
is being granted; and


 


(c)  The
Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of
common stock of the Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption
from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2)
thereunder.


 


3.  Shares; Price.  The
Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other consideration as is authorized
under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price per Share set forth in Section
1(d) above (the “Exercise Price”), such price being not less than eighty-five 85% of the fair market value per
share of the Shares covered by this Option as of the date hereof.


 


4.  Term of Option.  This
Option shall expire, and all rights hereunder to purchase the Shares, shall terminate ____ (___) years from the date hereof. Nothing
contained herein shall be construed to interfere in any way with the right of the Company to terminate Optionee as a consultant
to the Company, or to increase or decrease the compensation paid to Optionee from the rate in effect as of the date hereof.


 


5.  Vesting of Option.
Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee's employment
in ______ equal annual installments of _______ percent of the Shares covered by this Option, the first installment to be exercisable
on _______ anniversary of the date of this Option (the “Initial Vesting Date”), with an additional _____ percent of
such Shares becoming exercisable on each of the successive periods following the Initial Vesting Date. The installments shall be
cumulative (i.e., this option may be exercised, as to any or all Shares covered by an installment, at any time or times after an
installment becomes exercisable and until expiration or termination of this option).


 






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6.  Exercise.  This
Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A,
(b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has
been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in
Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution,
and shall be exercisable only by Optionee during his or her lifetime.


 


7.  Termination of Service.  If
Optionee's service as a consultant to the Company terminates for any reason, no further installments shall vest pursuant to Section
5, and Optionee shall have the right at any time within thirty (30) days following such termination of services or the remaining
term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent,
that this Option was exercisable as of the date Optionee ceased to be a consultant to the Company; provided, however, if Optionee
is terminated for reasons that would justify a termination of employment “for cause,” as that term is defined
by the terms of the Plan or this Option Agreement or by any employment agreement between the Optionee and the Company, the foregoing
right to exercise shall automatically terminate on the date Optionee ceases to be a consultant to the Company as to all Shares
covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate
in any event on the expiration date of this Option as defined in Section 4 hereof.


 


8.  Death of Optionee.  If
the Optionee shall die while serving as a consultant to the Company, Optionee's personal representative or the person entitled
to Optionee's rights hereunder may at any time within ninety (90) days after the date of Optionee's death, or during the remaining
term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that
Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so
exercised only to the extent that this Option has not previously been exercised by Optionee.


 


9.  No Rights as Shareholder.  Optionee
shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective
date of the issuance of shares following exercise of this to Option, and no adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section
10 hereof.


 


10.  Recapitalization.  Subject
to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price
thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision
or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company
shall not be deemed having been “effected without receipt of consideration by the Company.”


 


In the event of a proposed dissolution
or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or
substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”), this Option
shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board; provided,
however, if Optionee shall be a consultant at the time such Reorganization is approved by the stockholders, Optionee shall have
the right to exercise this Option as to all or any part of the Shares, without regard to the installment provisions of Section
5, for a period beginning 30 days prior to the consummation of such Reorganization and ending as of the Reorganization or the expiration
of this Option, whichever is earlier, subject to the consummation of the Reorganization. In any event, the Company shall notify
Optionee, at least 30 days prior to the consummation of such Reorganization, of his exercise rights, if any, and that the Option
shall terminate upon the consummation of the Reorganization.


 


Subject to any required action by the shareholders
of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain
to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled
by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply.


 






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In the event of a change in the shares
of the Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within
the meaning of this Option.


 


To the extent that the foregoing adjustments
relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected
by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class.


 


The grant of this Option shall not affect
in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or
assets.


 


11.  Taxation upon Exercise
of Option.  Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal
and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of
the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment
tax purposes will be made, if and as required by law, from Optionee's then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability
as a condition of the exercise of this Option.


 


12.  Modification, Extension
and Renewal of Options.  The Board or Committee, as described in the Plan, may modify, extend or renew this Option
or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution
therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code. Notwithstanding the foregoing
provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.


 


13.  Investment Intent; Restrictions
on Transfer.


 


(a)  Optionee
represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares
upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof;
and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory
to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either
before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation
and agreement and shall not be required to furnish the Company with the foregoing written statement.


 


(b)  Optionee
further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information.


 


(c)  Unless
and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any
stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
form:


 






    	46



    	 



    

 


THESE SECURITIES HAVE NOT BEEN REGISTERED
OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE APPLICABLE OR SECURITIES
LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________ BETWEEN THE COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


 


and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have
been placed with the Company's transfer agent.


 


14.  Stand-off Agreement.  Optionee
agrees that, in connection with any registration of the Company's securities under the Securities Act, and upon the request of
the Company or any underwriter managing an underwritten offering of the Company's securities, Optionee shall not sell, short any
sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without
the prior written consent of the Company or such managing underwriter, as applicable, for a period of up to one year following
the effective date of registration of such offering.


 


15.  Restriction Upon Transfer.  The
Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Optionee
except as hereinafter provided.


 


(a)  Repurchase
Right on Termination Other Than for Cause.  For the purposes of this Section, a “Repurchase Event”
shall mean an occurrence of one of (i) termination of Optionee's service as a consultant, voluntary or involuntary and with or
without cause; (ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as of
the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee's
spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer
by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event,
the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price
equal to the fair value of the Shares as of the date of the Repurchase Event.


 


(b)  Repurchase
Right on Termination for Cause.  In the event Optionee's service as a consultant is terminated by the Company “for
cause” (as contemplated by Section 7), then the Company shall have the right (but not an obligation) to repurchase Shares
of Optionee at a price equal to the Exercise Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares
for one (1) year from the date of this Agreement; and shall thereafter lapse ratably in equal annual increments on each anniversary
of the date of this Agreement over the term of this Option specified in Section 4. In addition, the Company shall have the right,
in the sole discretion of the Board and without obligation, to repurchase upon any such termination of service for cause all or
any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of the date of termination, which right
is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase the Shares, the stock certificates
representing the same shall forthwith be returned to the Company for cancellation.


 


(c)  Exercise
of Repurchase Right.  Any repurchase right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of
exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of
the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares.
If the Company cannot purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation
law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares
not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.


 






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(d)  Right
of First Refusal.  In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall
first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option
for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose
of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period,
except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those
offered to the Company.


 


(e)  Acceptance
of Restrictions.  Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and the
legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is the
holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)  Permitted
Transfers.  Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares subject
to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any
such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement
(all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case
of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding
any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent
of the Optionee and the Company.


 


(g)  Release
of Restrictions on Shares.  All rights and restrictions under this Section 15 shall terminate ___(_) years following
the date of this Agreement.


 


16.  Notices.  Any
notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee
at the address last provided by Optionee for use in Company records related to Optionee.


 


17.  Agreement Subject to
Plan; Applicable Law.  This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy
of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed
and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject
to the exclusive jurisdiction of the courts therein.


 


[SIGNATURE PAGE TO FOLLOW]


 






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In
Witness Whereof, the parties hereto have executed this Agreement as of the date first above written.


 


	COMPANY:	CHINA INTERNET CAFÉ HOLDINGS GROUP, INC.
	 	a Nevada corporation


 


	 	By: 	 	 
	 	 	Name: Dishan Guo	 
	 	 	Title:   Chief Executive Officer	 


 


	OPTIONEE:	 


 


	 	By:	 	 
	 	 	(signature)	 
	 	 Name: 	 	 


 


(one of the following, as appropriate,
shall be signed)


 


	I certify that as of the date hereof I am unmarried	 	By his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT
	 	 	 
	Optionee	 	Spouse of Optionee


 






    	49



    	 



    




 


Appendix A


 


NOTICE OF EXERCISE


 


CHINA INTERNET CAFÉ HOLDINGS GROUP, INC.


 


Re:  Nonstatutory Stock Option


 


Notice is hereby given pursuant to Section
6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price
set forth in my option agreement:


 


Nonstatutory Stock Option Agreement dated:
____________


 


Number of shares being purchased: ____________


 


Exercise Price: $____________


 


A check in the amount of the aggregate
price of the shares being purchased is attached.


 


I hereby confirm that such shares are being
acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution
thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal
or state securities laws. Further, I understand that the exemption from taxable income at the time of exercise is dependent upon
my holding such stock for a period of at least one year from the date of exercise and two years from the date of grant of the Option.


 


I understand that the certificate representing
the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state
or federal law or regulation applicable to the issuance or delivery of the Option Shares.


 


I agree to provide to the Company such
additional documents or information as may be required pursuant to the Company's 2014 Incentive Stock Plan.


 


	 	By:	 	 
	 	 	(signature)	 
	 	Name: 	 	 


 


Appendix A


 






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EXHIBIT C


 


CHINA INTERNET CAFÉ HOLDINGS GROUP,
INC.


STOCK AWARD AGREEMENT


 


This
Stock Award Agreement (“Agreement”) is made and entered into as of the date set forth below, by and
between CHINA INTERNET CAFÉ HOLDINGS GROUP, INC., a Nevada corporation (the “Company”), and the employee,
director or consultant of the Company named in Section 1(b). (“Grantee”):


 


In consideration of the covenants herein set forth, the parties
hereto agree as follows:


 


1.  Stock Award Information.


 


	(a)	Date of Award:	 	 
	 	 	 	 
	(b)	Grantee:	 	 
	 	 	 	 
	(c)	Number of Shares:	 	 
	 	 	 	 
	(d)	Original Value:	 	 


 


2. Acknowledgements.


 


(a) Grantee is an employee/director/consultant
of the Company.


 


(b)  The
Company has adopted the 2014 Incentive Stock Plan (the “Plan”) under which the Company's common stock (“Stock”)
may be offered to directors, officers, employees and consultants pursuant to an exemption from registration under the Securities
Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereunder.


 


3.  Shares; Value.  The
Company hereby grants to Grantee, upon and subject to the terms and conditions herein stated, the number of shares of Stock set
forth in Section 1(c) (the “Shares”), which Shares have a fair value per share (“Original Value”)
equal to the amount set forth in Section 1(d). For the purpose of this Agreement, the terms “Share” or “Shares”
shall include the original Shares plus any shares derived therefrom, regardless of the fact that the number, attributes or par
value of such Shares may have been altered by reason of any recapitalization, subdivision, consolidation, stock dividend or amendment
of the corporate charter of the Company. The number of Shares covered by this Agreement and the Original Value thereof shall be
proportionately adjusted for any increase or decrease in the number of issued shares resulting from a recapitalization, subdivision
or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company.


 


4.  Investment Intent.  Grantee
represents and agrees that Grantee is accepting the Shares for the purpose of investment and not with a view to, or for resale
in connection with, any distribution thereof; and that, if requested, Grantee shall furnish to the Company a written statement
to such effect, satisfactory to the Company in form and substance. If the Shares are registered under the Securities Act, Grantee
shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with
the foregoing written statement.


 


5.  Restriction upon Transfer.  The
Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Grantee
except as hereinafter provided.


 






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(a)  Repurchase
Right on Termination Other Than for Cause.  For the purposes of this Section, a “Repurchase Event”
shall mean an occurrence of one of (i) termination of Grantee's employment or service as a director/consultant by the Company,
voluntary or involuntary and with or without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee, which shall
be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent
jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that any of the Shares are allocated as the sole and separate
property of Grantee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v)
any attempted transfer by the Grantee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of
a Repurchase Event, the Company shall have the right (but not an obligation) to purchase all or any portion of the Shares
of Grantee, at a price equal to the fair value of the Shares as of the date of the Repurchase Event.


 


(b)  Repurchase
Right on Termination for Cause. In the event Grantee's employment or service as a director/consultant is terminated
by the Company “for cause” (as defined below), then the Company shall have the right (but not an obligation)
to purchase Shares of Grantee at a price equal to the Original Value. Such right of the Company to purchase Shares shall apply
to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent
(20%) of the Shares on each anniversary of the date of this Agreement. In addition, the Company shall have the right, in the sole
discretion of the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Grantee,
at a price equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing
of rights. Termination of employment or service as a director/consultant ”for cause” means (i) as
to employees or consultants, termination for cause as defined in the Plan, this Agreement or in any employment or consulting
agreement between the Company and Grantee, or (ii) as to directors, removal pursuant to the Nevada corporation law. In the event
the Company elects to purchase the Shares, the stock certificates representing the same shall forthwith be returned to the Company
for cancellation.


 


(c)  Exercise
of Repurchase Right.  Any Repurchase Right under Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise
as provided herein to Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase price
thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the
occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option
period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash
(including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Grantee for the
Shares. If the Company cannot purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada
corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections.
Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 5.


 


(d)  Right
of First Refusal.  In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall
first offer to sell such Shares to the Company. Grantee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option
for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Grantee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose
of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period,
except that Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those
offered to the Company.


 






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(e)  Acceptance
of Restrictions.  Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and the
legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Grantee is the holder
of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares and to
all other rights of a shareholder with respect thereto.


 


(f)  Permitted
Transfers.  Notwithstanding any provisions in this Section 5 to the contrary, the Grantee may transfer Shares subject
to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Grantee or any such
transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement
(all references to the Grantee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case
of clause (iv) of Section 5(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding
any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent
of the Grantee and the Company.


 


6.  Representations and Warranties
of the Grantee.  This Agreement and the issuance and grant of the Shares hereunder are made by the Company in reliance
upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee confirms that:


 


(a)  The
Shares granted to him pursuant to this Agreement are being acquired by him for his own account, for investment purposes, and not
with a view to, or for sale in connection with, any distribution of the Shares. It is understood that the Shares have not been
registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which
depends, among other things, upon the bona fide nature of his representations as expressed herein;


 


(b)  The
Shares must be held by him indefinitely unless they are subsequently registered under the Securities Act and any applicable state
securities laws, or an exemption from such registration is available. The Company is under no obligation to register the Shares
or to make available any such exemption; and


 


(c)  Grantee
further represents that Grantee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information
reasonably necessary to verify the accuracy of such information,


 


(d)  Unless
and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any
stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
form:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE APPLICABLE OR SECURITIES
LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


 


and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have
been placed with the Company's transfer agent.


 






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(e)  Grantee
understands that he or she will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by
which the fair market value of the Shares, as of the date of grant, exceeds the price paid by Grantee, if any. The acceptance of
the Shares by Grantee shall constitute an agreement by Grantee to report such income in accordance with then applicable law. Withholding
for federal or state income and employment tax purposes will be made, if and as required by law, from Grantee's then current compensation,
or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Grantee to make
a cash payment to cover such liability.


  


7.  Stand-off Agreement.  Grantee
agrees that, in connection with any registration of the Company's securities under the Securities Act, and upon the request of
the Company or any underwriter managing an underwritten offering of the Company's securities, Grantee shall not sell, short any
sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without
the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following
the effective date of registration of such offering. This Section 7 shall survive any termination of this Agreement.


 


8.  Termination of Agreement.  This
Agreement shall terminate on the occurrence of any one of the following events: (a) written agreement of all parties to that effect;
(b) a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity,
or a sale of all or substantially all of the assets of the Company; (c) the closing of any public offering of common stock of the
Company pursuant to an effective registration statement under the Securities Act; or (d) dissolution, bankruptcy, or insolvency
of the Company.


 


9.  Agreement Subject to Plan;
Applicable Law.  This Grant is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Grantee, at no charge, at the principal office of the Company. Any provision of this Agreement inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Grant shall be governed by
the laws of the State of Nevada and subject to the exclusive jurisdiction of the courts therein.


 


10.  Miscellaneous.


 


(a)  Notices.  Any
notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly delivered
upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed
to Grantee at the last address provided by Grantee for use in the Company's records.


 


(b)  Entire
Agreement.  This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any
prior agreements, promises or representations concerning the Shares not included or reference herein shall be of no force or effect.
This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their respective transferees, heirs,
legal representatives, successors, and assigns.


 


(c)  Enforcement.  This
Agreement shall be construed in accordance with, and governed by, the laws of the State of Nevada and subject to the exclusive
jurisdiction of the courts located in the State of Nevada. If Grantee attempts to transfer any of the Shares subject to this Agreement,
or any interest in them in violation of the terms of this Agreement, the Company may apply to any court for an injunctive order
prohibiting such proposed transaction, and the Company may institute and maintain proceedings against Grantee to compel specific
performance of this Agreement without the necessity of proving the existence or extent of any damages to the Company. Any such
attempted transaction shares in violation of this Agreement shall be null and void.


 


(d)  Validity
of Agreement.  The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part,
only on the written consent of all parties hereto. It is intended that each Section of this Agreement shall be viewed as separate
and divisible, and in the event that any Section shall be held to be invalid, the remaining Sections shall continue to be in full
force and effect.


 


[SIGNATURE PAGE TO FOLLOW]


 






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In Witness Whereof,
the parties have executed this Agreement as of the date first above written.


 


	COMPANY:	 	CHINA INTERNET CAFÉ HOLDINGS GROUP, INC.	 
	 	 	a Nevada corporation	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: Dishan Guo	 
	 	 	Title: Chief Executive Officer	 
	 	 	 	 
	GRANTEE:	 	 	 
	 	By:	 	 
	 	 	(signature)	 
	 	Name: 	 	 


 


(one of the following, as appropriate,
shall be signed)


 


	I certify that as of the date hereof I am unmarried	 	By his or her signature, the spouse of Grantee hereby agrees to be bound by the provisions of the foregoing STOCK AWARD AGREEMENT
	 	 	 
	 	 	 
	Grantee	 	Spouse of Grantee


 






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EXHIBIT D


 


CHINA INTERNET CAFÉ HOLDINGS GROUP,
INC.


RESTRICTED STOCK PURCHASE AGREEMENT


 


This
Restricted Stock Purchase Agreement (“Agreement”) is made and entered into as of the date set forth
below, by and between CHINA INTERNET CAFÉ HOLDINGS GROUP, INC., a Nevada corporation (the “Company”),
and the employee, director or consultant of the Company named in Section 1(b). (“Grantee”):


 


In consideration of the covenants herein
set forth, the parties hereto agree as follows:


 


1.  Stock Purchase Information.


 


	(a)	Date of Agreement:	 	 
	 	 	 	 
	(b)	Grantee:	 	 
	 	 	 	 
	(c)	Number of Shares:	 	 
	 	 	 	 
	(d)	Purchase Price:	 	 


 


2.  Acknowledgements.


 


(a)  Grantee
is an employee/director/consultant of the Company.


 


(b)  The
Company has adopted the 2014 Incentive Stock Plan (the “Plan”) under which the Company's common stock (“Stock”)
may be offered to officers, employees, directors and consultants pursuant to an exemption from registration under the Securities
Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereunder.


 


(c)  The
Grantee desires to purchase shares of the Company's common stock on the terms and conditions set forth herein.


 


3.  Purchase of Shares.
The Company hereby agrees to sell and Grantee hereby agrees to purchase, upon and subject to the terms and conditions herein stated,
the number of shares of Stock set forth in Section 1(c) (the “Shares”), at the price per Share set forth in
Section 1(d) (the “Price”). For the purpose of this Agreement, the terms “Share” or “Shares”
shall include the original Shares plus any shares derived therefrom, regardless of the fact that the number, attributes or par
value of such Shares may have been altered by reason of any recapitalization, subdivision, consolidation, stock dividend or amendment
of the corporate charter of the Company.  The number of Shares covered by this Agreement shall be proportionately adjusted
for any increase or decrease in the number of issued shares resulting from a recapitalization, subdivision or consolidation of
shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt
of consideration by the Company.


 


4.  Investment Intent.
Grantee represents and agrees that Grantee is accepting the Shares for the purpose of investment and not with a view to, or for
resale in connection with, any distribution thereof; and that, if requested, Grantee shall furnish to the Company a written statement
to such effect, satisfactory to the Company in form and substance. If the Shares are registered under the Securities Act, Grantee
shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with
the foregoing written statement.


 






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5.  Restriction upon Transfer.  The
Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Grantee
except as hereinafter provided.


 


(a)  Repurchase
Right on Termination Other Than for Cause. For the purposes of this Section, a “Repurchase Event” shall mean
an occurrence of one of (i) termination of Grantee's employment or service as a director/consultant by the Company, voluntary
or involuntary and with or without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee, which shall be deemed
to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction;
(iv) dissolution of the marriage of Grantee, to the extent that any of the Shares are allocated as the sole and separate property
of Grantee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted
transfer by the Grantee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase
Event, the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Grantee at a
price equal to the fair value of the Shares as of the date of the Repurchase Event.


 


(b) Repurchase Right
on Termination for Cause. In the event Grantee's employment or service as a director/consultant is terminated by the Company
“for cause” (as defined below), then the Company shall have the right (but not an obligation) to repurchase
Shares of Grantee at a price equal to the Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares
for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares
on each anniversary of the date of this Agreement. In addition, the Company shall have the right, in the sole discretion of the
Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Grantee, at a price
equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights.
Termination of employment or service as a director/consultant “for cause” means (i) as to employees and
consultants, termination for cause as defined in the Plan, this Agreement or in any employment or consulting agreement between
the Company and Grantee, or (ii) as to directors, removal pursuant to the Nevada corporation law.  In the event the Company
elects to repurchase the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation.


 


(c) Exercise of
Repurchase Right.  Any Repurchase Right under Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise
as provided herein to Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase price
thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the
occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period shall
begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Grantee for the Shares. If
the Company cannot purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation
law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares
not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 5.


 


(d)  Right
of First Refusal. In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first offer
to sell such Shares to the Company. Grantee shall deliver to the Company written notice of the intended sale, such notice to specify
the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option for a period
of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise
such option, the Company shall give notice of that fact to Grantee within the thirty (30) day notice period and agree to pay the
purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during foregoing
option period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such Shares
in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period, except that
Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered to
the Company.


 






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(e)  Acceptance
of Restrictions. Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and the legending of
his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Grantee is the holder of the
Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares and to all other
rights of a shareholder with respect thereto.


 


(f)  Permitted
Transfers. Notwithstanding any provisions in this Section 5 to the contrary, the Grantee may transfer Shares subject to this
Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Grantee or any such transferee(s);
provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement (all references
to the Grantee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 5(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any
other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent
of the Grantee and the Company.


 


(g)  Release
of Restrictions on Shares. All rights and restrictions under this Section 5 shall terminate ___ (_) years following the date
upon which the Company receives the full Price as set forth in Section 3.


 


5.  Representations and Warranties
of the Grantee. This Agreement and the issuance and grant of the Shares hereunder are made by the Company in reliance upon
the express representations and warranties of the Grantee, which by acceptance hereof the Grantee confirms that:


 


(a)  The
Shares granted to him pursuant to this Agreement are being acquired by him for his own account, for investment purposes, and not
with a view to, or for sale in connection with, any distribution of the Shares. It is understood that the Shares have not been
registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which
depends, among other things, upon the bona fide nature of his representations as expressed herein;


 


(b)  The
Shares must be held by him indefinitely unless they are subsequently registered under the Securities Act and any applicable state
securities laws, or an exemption from such registration is available. The Company is under no obligation to register the Shares
or to make available any such exemption; and


 


(c)  Grantee
further represents that Grantee has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information
reasonably necessary to verify the accuracy of such information;


 


(d)  Unless
and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Shares
and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any
stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
form:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE APPLICABLE OR SECURITIES
LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


 






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and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have
been placed with the Company's transfer agent.


 


(e)  Grantee
understands that he or she will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by
which the fair market value of the Shares, as of the date of Grant, exceeds the price paid by Grantee. The acceptance of the Shares
by Grantee shall constitute an agreement by Grantee to report such income in accordance with then applicable law. Withholding for
federal or state income and employment tax purposes will be made, if and as required by law, from Grantee's then current compensation,
or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Grantee to make
a cash payment to cover such liability.


 


7.  Stand-off Agreement.
Grantee agrees that, in connection with any registration of the Company's securities under the Securities Act, and upon the request
of the Company or any underwriter managing an underwritten offering of the Company's securities, Grantee shall not sell, short
any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering)
without the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year
following the effective date of registration of such offering. This Section 8 shall survive any termination of this Agreement.


 


8.  Termination of Agreement.
This Agreement shall terminate on the occurrence of any one of the following events: (a) written agreement of all parties to that
effect; (b) a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets of the Company; (c) the closing of any public offering of common stock
of the Company pursuant to an effective registration statement under the Securities Act; or (d) dissolution, bankruptcy, or insolvency
of the Company.


 


9.  Agreement Subject to Plan;
Applicable Law. This Grant is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Grantee, at no charge, at the principal office of the Company. Any provision of this Agreement inconsistent with the
Plan shall be considered void and replaced with the applicable provision of the Plan.  This Grant shall be governed by
the laws of the State of Nevada and subject to the exclusive jurisdiction of the courts therein.


 


10.  Miscellaneous.


 


(a)  Notices.  Any
notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly delivered
upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed
to Grantee at the last address provided by Grantee for use in the Company's records.


 


(b)  Entire
Agreement.  This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any
prior agreements, promises or representations concerning the Shares not included or reference herein shall be of no force or effect.
This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their respective transferees, heirs,
legal representatives, successors, and assigns.


 


(c)  Enforcement.  This
Agreement shall be construed in accordance with, and governed by, the laws of the State of Nevada and subject to the exclusive
jurisdiction of the courts located in the State of Nevada. If Grantee attempts to transfer any of the Shares subject to this Agreement,
or any interest in them in violation of the terms of this Agreement, the Company may apply to any court for an injunctive order
prohibiting such proposed transaction, and the Company may institute and maintain proceedings against Grantee to compel specific
performance of this Agreement without the necessity of proving the existence or extent of any damages to the Company. Any such
attempted transaction shares in violation of this Agreement shall be null and void.


 



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(d)  Validity
of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the
written consent of all parties hereto. It is intended that each Section of this Agreement shall be viewed as separate and divisible,
and in the event that any Section shall be held to be invalid, the remaining Sections shall continue to be in full force and effect.


 


[SIGNATURE PAGE TO FOLLOW]


 



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In Witness Whereof, the
parties have executed this Agreement as of the date first above written.


 


	COMPANY:	 	CHINA INTERNET CAFÉ HOLDINGS GROUP, INC.	 	 
	 	 	a Nevada corporation	 	 
	 	 	 	 	 
	 	By:  	 	 	 
	 	 	Name: Dishan Guo	 	 
	 	 	Title: Chief Executive Officer	 	 
	 	 	 	 	 
	GRANTEE:	 	 	 	 
	 	By:	 	 	 
	 	 	(signature)	 	 
	 	Name: 	 	 	 


 






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