SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 3rd, 2008 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2008 between China North East Petroleum Holdings, Inc., a Nevada corporation with its address at 445 Park Avenue, New York, New York 10022 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES [A or C] COMMON STOCK PURCHASE WARRANT CHINA NORTH EAST PETROLEUM HOLDINGS, LIMITEDSecurity Agreement • March 3rd, 2008 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LOTUSBOX INVESTMENTS LIMITED (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHINA NORTH EAST PETROLEUM HOLDINGS, LIMITED, a Nevada corporation (the “Company”), up to _______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • March 3rd, 2008 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT, dated as of February 28, 2008 (this “Agreement”), is among CHINA NORTH EAST PETEROLUM HOLDINGS LIMITED, a Nevada corporation (the “Company” or the “Debtor”) and the holders of the Company’s 8% Secured Debentures due February 27, 2012 and issued on February 28, 2008 in the original aggregate principal amount of U.S. $15,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Party”).
SERIES B COMMON STOCK PURCHASE WARRANT CHINA NORTH EAST PETROLEUM HOLDINGS, LIMITEDSecurity Agreement • March 3rd, 2008 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LOTUSBOX INVESTMENTS LIMITED (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHINA NORTH EAST PETROLEUM HOLDINGS, LIMITED, a Nevada corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2008 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 28, 2008, between China North East Petroleum Holdings, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
OPTION AGREEMENTOption Agreement • March 3rd, 2008 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas • New York
This Option Agreement (this “Agreement”) is entered into as of February 28, 2008, by and between CHINA NORTH EAST PETROLEUM HOLDINGS LIMITED, a Nevada corporation (the “Grantor”), and LOTUSBOX INVESTMENTS LIMITED, a British Virgin Island company (the “Option Holder”).
ContractSecurity Agreement • March 3rd, 2008 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AGREEMENT OF PLEDGE OVER SHARES IN SONG YUAN NORTHEAST PETRO-TECHNOLOGY SERVICE CO.,LTD. (松原市东北石油技术服务有限公司) （股权质押协议)Pledge Agreement • March 3rd, 2008 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas
Unless otherwise defined herein, any words or expressions defined or construed in the SPA, shall have the same definition or construction when used herein.
