0001214659-09-002978 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 15th, 2009 • China North East Petroleum Holdings LTD • Crude petroleum & natural gas • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 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 • December 15th, 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 June __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on June __, 2012 (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.

December 11, 2009
China North East Petroleum Holdings LTD • December 15th, 2009 • Crude petroleum & natural gas • New York
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