SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2011 • China Integrated Energy, Inc. • Petroleum refining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 3, 2011, between China Integrated Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONFIDENTIALChina Integrated Energy, Inc. • January 4th, 2011 • Petroleum refining • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and China Integrated Energy, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement, in one or more tranches, (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed an
COMMON STOCK GREENSHOE PURCHASE WARRANT CHINA INTEGRATED ENERGY, INC.China Integrated Energy, Inc. • January 4th, 2011 • Petroleum refining
THIS COMMON STOCK PURCHASE GREENSHOE WARRANT (the “Greenshoe”) certifies that, for value received, _____________ or its assigns (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 July __, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on January __, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from China Integrated Energy, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Greenshoe Shares”) of Common Stock. The purchase price of one share of Common Stock under this Greenshoe shall be equal to the Exercise Price, as defined in Section 2(b).
