SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2009 • RINO International CORP • General industrial machinery & equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2009, between RINO International Corporation, 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”).
COMMON STOCK WARRANT RINO INTERNATIONAL CORPORATIONCommon Stock Warrant • December 2nd, 2009 • RINO International CORP • General industrial machinery & equipment, nec
THIS COMMON STOCK 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 ________ (the “Initial Exercise Date”) and on or prior to the close of business on _________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from RINO International Corporation, 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).
STRICTLY CONFIDENTIAL Mr. Dejun Zuo Chief Executive Officer RINO International Corporation No.11, Youquan Rd, Zhanqian Street, Jinzhou District Dalian City, Liaoning Province, 116100 China Dear Mr. Zou:RINO International CORP • December 2nd, 2009 • General industrial machinery & equipment, nec • New York
This letter (the “Agreement”) constitutes the agreement between RINO International Corporation (the “Company”) and Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) as the lead placement agent (the “Placement Agent”), that Rodman shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of registered securities of the Company (the “Securities”). The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors in such Offering and nothing herein implies that the Placement Agent would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Rodman to place or purchase any Securities and does not ensure the suc
