0001214659-09-002237 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 16th, 2009 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2009, between China North East Petroleum Holdings Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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Common Stock Purchase Warrant CHINA NORTH EAST PETROLEUM HOLDINGS LIMITED
China North East Petroleum Holdings LTD • September 16th, 2009 • Crude petroleum & natural gas

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 ____________, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the two 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.

STRICTLY CONFIDENTIAL Wang Hongjun President China North East Petroleum Holdings Limited
China North East Petroleum Holdings LTD • September 16th, 2009 • Crude petroleum & natural gas • New York
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