0001144204-10-067094 Sample Contracts

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • December 17th, 2010 • Wuhan General Group (China), Inc • Industrial & commercial fans & blowers & air purifing equip • New York

THIS WARRANT PURCHASE AGREEMENT, dated as of December 13, 2010 (this “Agreement”) is entered into by and among Wuhan General Group (China), Inc., a Nevada corporation (the “Company”), Fame Good International Limited, a British Virgin Islands company (“Fame Good”), and the undersigned holders of the Company’s Series A Warrants and/or Series B Warrants (collectively, the “Holders”).

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WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • December 17th, 2010 • Wuhan General Group (China), Inc • Industrial & commercial fans & blowers & air purifing equip • New York

THIS WARRANT EXCHANGE AGREEMENT, dated as of December 13, 2010 (this “Agreement”) is entered into by and among Wuhan General Group (China), Inc., a Nevada corporation (the “Company”), Fame Good International Limited, a British Virgin Islands Company (“Fame Good”), and the undersigned holders of the Company’s Series C, AA, BB and/or JJ Warrants (collectively, the “Holders”).

WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • December 17th, 2010 • Wuhan General Group (China), Inc • Industrial & commercial fans & blowers & air purifing equip • New York

THIS WARRANT EXCHANGE AGREEMENT, dated as of December 13, 2010 (this “Agreement”) is entered into by and among Wuhan General Group (China), Inc., a Nevada corporation (the “Company”) and the undersigned holders of the Company’s Series A Warrants and/or Series B Warrants (collectively, the “Holders”).

WAIVER
Waiver • December 17th, 2010 • Wuhan General Group (China), Inc • Industrial & commercial fans & blowers & air purifing equip

This WAIVER (this “Waiver”) is executed by the undersigned holders (collectively, the “Undersigned”) of Series A Convertible Preferred Stock of Wuhan General Group (China), Inc. (the “Company”), to be effective as of December 13, 2010.

STOCKHOLDERS AGREEMENT
Stockholders Agreement • December 17th, 2010 • Wuhan General Group (China), Inc • Industrial & commercial fans & blowers & air purifing equip • New York

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2010, by and among Wuhan General Group (China), Inc., a Nevada corporation (the “Company”), Fame Good International Limited, a British Virgin Islands company (“Fame Good”), Mr. Xu Jie, Fame Good’s controlling stockholder (“Xu”), and the undersigned holders of the Company’s Series A Convertible Preferred Stock (collectively, the “Undersigned Stockholders”).

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