FORM OF WARRANT EXERCISE AGREEMENT [Letterhead of China Bio Energy Holding Group Co., Ltd.]
October
___, 2008
[Warrant
Holder]
Gentlemen:
This
will
confirm your agreement with China Bio Energy Holding Group Co., Ltd. (the
"Company"),
with
respect to the exercise, prior to the expiration date, of the Company’s Series
A-1 Warrant to purchase up to _________ shares of common stock, par value
$0.0001 per share (the “Common
Stock”),
dated
October 23, 2007 (the “A-1
Warrant”).
You
and the Company have agreed as follows:
1.
Within
three (3) calendar days after the execution of this letter agreement, you will
deliver a notice of exercise of the A-1 Warrant, in the form attached thereto
(the “Notice
of Exercise”)
to the
Company. The Notice of Exercise will provide that you have elected to
purchase _________ shares of Common Stock covered by the A-1 Warrant, which
represents 50% of the amount of the A-1 Warrant. In connection with the delivery
of the Notice of Exercise and in accordance with the terms of the A-1 Warrant,
you shall deliver by wire transfer of immediately available funds an amount
equal to $_________, which amount shall be payment in full for the partial
exercise of the A-1 Warrant.
2.
In
consideration of such exercise, the Company has agreed, with respect to the
exercise of the remainder of the shares of Common Stock underlying the
A-1Warrant, and with respect to the Company’s Series A-2 Warrant to purchase up
to _________ shares of Common Stock, dated October 23, 2007, that you hold
(the “A-2
Warrant”,
and
together with the A-1 Warrant, the “Warrants”),
to
(i) amend the Warrants to grant to you the right to cashless exercise the
Warrants at any time, and (ii) to amend the definition of “Per
Share Market Value”
set
forth in Section 9 of each Warrant, so that it includes, on any particular
day,
a 10% discount to the closing bid price per share of the Common Stock. The
foregoing, as well as additional amendments, as per your request, are included
in the form of the Amended and Restated Warrant, attached hereto as Exhibit
A.
3. Further,
the Company has agreed to grant to you registration rights with respect to
the
shares of Common Stock exercised under the A-1 Warrant. The terms and conditions
of such registration to be set forth in a registration rights agreement to
be
entered into simultaneously with the execution of this letter agreement, which
shall supersede and replace the Registration Rights Agreement, dated October
23,
2007 between the Company and you (the “Original Registration Rights Agreement”).
It being understood that upon execution of this letter agreement, the Original
Registration Rights Agreement shall terminate, and no longer be in full force
and effect without any further action by the parties.
If
you
agree with the foregoing, please execute this letter agreement in the
appropriate space set forth below.
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Sincerely
yours,
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By: _________________________
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Name:
Xxx Xxxxxxxx
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Title:
Chief Executive Officer
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Accepted
and Agreed by:
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Vision
Opportunity Master Fund, Ltd.
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By: _________________________
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Name:
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Title:
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