0001144204-08-052325 Sample Contracts

Contract
Warrant Agreement • September 11th, 2008 • Wuhan General Group (China), Inc • Industrial & commercial fans & blowers & air purifing equip • New York

THIS WARRANT AND THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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AGREEMENT TO AMEND SERIES J WARRANTS OF WUHAN GENERAL GROUP (CHINA), INC.
Agreement to Amend Series J Warrants • September 11th, 2008 • Wuhan General Group (China), Inc • Industrial & commercial fans & blowers & air purifing equip • New York

THIS AGREEMENT TO AMEND THE SERIES J WARRANTS (this “Agreement”), effective as of September 5, 2008, by and among Wuhan General Group (China), Inc. (the “Company”) and the Holders of Warrants who submit a signature page hereto, amend and restate the Series J Warrants, dated as of February 7, 2007 (the “Original Form of Series J Warrants”).

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