Unassociated Document


     

    THE
REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT
IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A
PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)
TO ANYONE OTHER THAN (I) NEWBRIDGE SECURITIES CORPORATION OR AN UNDERWRITER OR A
SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OF
NEWBRIDGE SECURITIES CORPORATION OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER.

     

    THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO ___________, 2010 [ONE YEAR FROM
DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, ___________, 2014 [FIVE
YEARS THE FROM DATE OF THE PROSPECTUS].

     

    COMMON
STOCK PURCHASE OPTION

     

    For
the Purchase of
Shares
of Common Stock
of
ANDATEE
CHINA MARINE FUEL SERVICES CORPORATION

     

    1.           Purchase
Option.  THIS CERTIFIES THAT, in consideration of $100 duly
paid by or on behalf of ("Holder"), as registered owner of this Purchase Option,
to Andatee China Marine Fuel Services Corporation (the "Company"), Holder is
entitled, at any time or from time to time from ___________, 2010 [six (6)
months from date of prospectus] (the "Commencement Date"), and at or before 5:00
p.m., Eastern Time, ____________, 2014 [five years from date of prospectus] (the
"Expiration Date"), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to ___________ shares of common stock of the Company,
par value $.001 per share (the "Shares") subject to adjustment as provided in
Section 6 hereof. If the Expiration Date is a day on which banking institutions
are authorized by law to close, then this Purchase Option may be exercised on
the next succeeding day which is not such a day in accordance with the terms
herein. During the period ending on the Expiration Date, the Company agrees not
to take any action that would terminate the Purchase Option. This Purchase
Option is initially exercisable at $________ per Share ([___%] of the price of
the Shares sold in the Offering) so purchased; provided, however, that upon the
occurrence of any of the events specified in Section 6 hereof, the rights
granted by this Purchase Option, including the exercise price per Share and the
number of Shares to be received upon such exercise, shall be adjusted as therein
specified. The term "Exercise Price" shall mean the initial exercise price or
the adjusted exercise price, depending on the context.

     

    2.           Exercise.

     

    2.1           Exercise
Form.  In order to exercise this Purchase Option, the exercise
form attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Option and payment of the Exercise Price
for the Shares being purchased payable
in cash by wire transfer of immediately available funds to an account designated
by the Company or by certified check or official bank check. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, this Purchase Option shall become and be void
without further force or effect, and all rights represented hereby shall cease
and expire.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    2.2           Legend.  Each
certificate for the securities purchased under this Purchase Option shall bear a
legend as follows unless such securities have been registered under the
Securities. Act of 1933, as amended (the "Act"):

     

    "The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act") or applicable state law. Neither
the securities nor any interest therein may be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act and
applicable state law which, in the opinion of counsel to the Company, is
available."

     

    3.           Transfer.

     

    3.1           General
Restrictions.  The registered Holder of this Purchase Option
agrees by his, her or its acceptance hereof, that such Holder will not: (a)
sell, transfer, assign, pledge or hypothecate this Purchase Option for a period
of one hundred eighty (180) days following the Effective Date to anyone other
than: (i) Rodman & Renshaw, LLC (“R&R”) or Newbridge Securities
Corporation ("NSC") or an underwriter or a selected dealer participating in the
Offering, or (ii) a bona fide officer of R&R, NSC or of any such underwriter
or selected dealer, in each case in accordance with FINRA Conduct Rule 5110 or
(b) cause this Purchase Option or the securities issuable hereunder to be the
subject of any hedging, short sale, derivative, put or call transaction that
would result in the effective economic disposition of this Purchase Option or
the securities hereunder, except as provided for in FINRA Rule 5110. On and
after 180 days from the Effective Date, transfers to others may be made subject
to compliance with or exemptions from applicable securities laws. In order to
make any permitted assignment, the Holder must deliver to the Company the
assignment form attached hereto duly executed and completed, together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five business days transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase
Option or Purchase Options of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of Shares
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.

     

    3.2           Restrictions Imposed by the
Act.  The securities evidenced by this Purchase Option shall
not be transferred unless and until: (i) the Company has received the opinion of
counsel for the Holder that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws,
the availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Cozen O’Connor shall be
deemed satisfactory evidence of the availability of an exemption), or (ii) a
registration statement or a post-effective amendment to the Registration
Statement relating to the offer and sale of such securities has been filed by
the Company and declared
effective by the Securities and Exchange Commission (the "Commission") and
compliance with applicable state securities law has been
established.

       

    

    
      
         

      

      
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    4.           Registration
Rights.

     

    4.1           Demand
Registration.

     

    4.1.1                      Grant of
Right.  The Company, upon written demand (a "Demand Notice") of
the Holder(s) of at least 51% of the Purchase Options and/or the underlying
Shares ("Majority Holders"), agrees to register, on one occasion, all or any
portion of the Shares underlying the Purchase Options (collectively the
"Registrable Securities") only to the extent such Registrable Securities have
not been previously registered and currently available for resale without any
restrictions. On such occasions, the Company will file a registration statement
with the SEC covering the Registrable Securities within sixty (60) days after
receipt of a Demand Notice and use its reasonable best efforts to have the
registration statement declared effective promptly thereafter, subject to
compliance with review by the SEC. The demand for registration may be made at
any time during a period of four (4) years beginning one (1) year from the
Closing Date. The Company covenants and agrees to give written notice of its
receipt of any Demand Notice by any Holder(s) to all other registered Holders of
the Purchase Options and/or the Registrable Securities within ten (10) days from
the date of the receipt of any such Demand Notice.

     

    4.1.2                      Terms.  The
Company shall bear all fees and expenses attendant to the registration of the
Registrable Securities pursuant to Section 4.1.1, including the expenses of any
legal counsel selected by the Holders to represent them in connection with the
sale of the Registrable Securities, but the Holders shall pay any and all
underwriting commissions. The Company agrees to use its reasonable best efforts
to cause the filing required herein to become effective promptly and to qualify
or register the Registrable Securities in such States as are reasonably
requested by the Holder(s); provided, however, that in no event shall the
Company be required to register the Registrable Securities in a State in which
such registration would cause: (i) the Company to be obligated to register or
license to do business in such State or submit to general service of process in
such State, or (ii) the principal shareholders of the Company to be obligated to
escrow their shares of capital stock of the Company. The Company shall cause any
registration statement filed pursuant to the demand right granted under Section
4.1.1 to remain effective for a period of at least twelve consecutive months
from the date that the Holders of the Registrable Securities covered by such
registration statement are first given the opportunity to sell all of such
securities. The Holders shall only use the prospectuses provided by the Company
to sell the shares covered by such registration statement, and will immediately
cease to use any prospectus furnished by the Company if the Company advises the
Holder that such prospectus may no longer be used due to a material misstatement
or omission.

     

    4.2           "Piggy-Back"
Registration.

     

    4.2.1                      Grant of
Right.  In addition to the demand right of registration,
described in Section 4.1 hereof the Holder shall have the right, for a period of
four (4) years commencing one (1) year from the Closing Date, to include the
Registrable Securities as part of any other registration of securities filed by
the Company (other than in connection with a transaction contemplated
by Rule 145 (a) promulgated under the Act or pursuant to Form S-8 or any
equivalent form) only to the extent such Registrable Securities have not been
previously registered and currently available for resale without any
restrictions; provided, however, that if, in the written opinion of the
Company’s managing underwriter or underwriters, if any, for such offering, the
inclusion of the Registrable Securities, when added to the securities being
registered by the Company or the selling stockholder(s), will exceed the maximum
amount of the Company’s securities which can be marketed (i) at a price
reasonably related to their then current market value, and (ii) without
materially and adversely affecting the entire offering, then the Company will
still be required to include the Registrable Securities, but may require the
Holders to agree, in writing, to delay the sale of all or any portion of the
Registrable Securities for a period of ninety (90) days from the Effective Date
of the offering; provided, further, that if the sale of any Registrable
Securities is so delayed, then the number of securities to be sold by all
stockholders in such public offering during such ninety (90) day period shall be
apportioned pro rata among all such selling stockholders, including all holders
of the Registrable Securities, according to the total amount of securities of
the Company owned by said selling stockholders, including all holders of the
Registrable Securities.

       

    

    
      
         

      

      
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    4.2.2                      Terms.  The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities pursuant to Section 4.2.1 hereof, including the expenses
of any legal counsel selected by the Holders to represent them in connection
with the sale of the Registrable Securities, but the Holders shall pay any and
all underwriting commissions. In the event of such a proposed registration, the
Company shall furnish the then Holders of outstanding Registrable Securities
with not less than thirty (30) days written notice prior to the proposed date of
filing of such registration statement. Such notice to the Holders shall continue
to be given for each registration statement filed by the Company until such time
as all of the Registrable Securities have been sold by the Holder. The holders
of the Registrable Securities shall exercise the "piggy-back" rights provided
for herein by giving written notice, within ten (10) days of the receipt of the
Company's notice of its intention to file a registration statement.

     

    4.3           General
Terms.

     

    4.3.1                      Indemnification.  The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange. Act of 1934, as amended ("Exchange Act"),
against all loss, claim, damage, expense or liability (including all reasonable
attorneys' fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which any of them may
become subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as
the provisions pursuant to which the Company has agreed to indemnify the
Underwriters contained in Section 5 of the Underwriting Agreement between the
Underwriters and the Company, dated as of _______________, 2009. The Holder(s)
of the Registrable Securities to be sold pursuant to such registration
statement, and their successors and assigns, shall severally, and not jointly,
indemnify the Company, against all loss, claim, damage, expense or liability
(including all reasonable attorneys' fees and other expenses reasonably incurred
in investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their
successors or assigns, in writing, for specific inclusion in such registration
statement to the same extent and with the same effect as the provisions
contained in Section 5 of the Underwriting Agreement pursuant to which the
Underwriters have agreed to indemnify the Company.

       

    

    
      
         

      

      
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    4.3.2                      Exercise of Purchase
Options.  Nothing contained in this Purchase Option shall be
construed as requiring the Holder(s) to exercise their Purchase Options prior to
or after the initial filing of any registration statement or the effectiveness
thereof

     

    4.3.3                      Documents Delivered to
Holders.  The Company shall furnish to each Holder
participating in any of the foregoing offerings and to each underwriter of any
such offering, if any, a signed counterpart, addressed to such Holder or
underwriter, of: (i) an opinion of counsel to the Company, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, an opinion dated the date of the closing under any
underwriting agreement related thereto), and (ii) a "cold comfort" letter dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, a letter dated the date of the closing
under the underwriting agreement) signed by the independent public accountants
who have issued a report on the Company's financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting
the correspondence and memoranda described below and to the managing
underwriter, if any, copies of all correspondence between the SEC and the
Company, its counsel or auditors and all memoranda relating to discussions with
the SEC or its staff with respect to the registration statement and permit each
Holder and underwriter to do such investigation, upon reasonable advance notice,
with respect to information contained in or omitted from the registration
statement as it deems reasonably necessary to comply with applicable securities
laws or rules of FINRA. Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times as any such Holder shall reasonably request.

     

    4.3.4                      Underwriting
Agreement.  The Company shall enter into an underwriting
agreement with the managing underwriter(s), if any, selected by any Holders
whose Registrable Securities are being registered pursuant to this Section 4,
which managing underwriter shall be reasonably satisfactory to the Company. Such
agreement shall be reasonably satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such
representations, warranties and covenants by the Company and such other terms as
are customarily contained in agreements of that type used by the managing
underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Registrable Securities and may, at their
option, require that any or all the representations, warranties and covenants of
the Company to or for the benefit of such underwriters shall also be made to and
for the benefit of such Holders. Such Holders shall not be required to make any
representations
or warranties to or agreements with the Company or the underwriters except as
they may relate to such Holders, their Shares and their intended methods of
distribution.

       

    

    
      
         

      

      
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    4.3.5                      Documents to be Delivered by
Holder(s).  Each of the Holder(s) participating in any of the
foregoing offerings shall furnish to the Company a completed and executed
questionnaire provided by the Company requesting information customarily sought
of selling security holders.

     

    4.3.6                      Damages.  Should
the registration or the effectiveness thereof required by Sections 4.1 and 4.2
hereof be delayed by the Company or the Company otherwise fails to comply with
such provisions, the Holder(s) shall, in addition to any other legal or other
relief available to the Holder(s), be entitled to obtain specific performance or
other equitable (including injunctive) relief against the threatened breach of
such provisions or the continuation of any such breach, without the necessity of
proving actual damages and without the necessity of posting bond or other
security.

     

    5.           New Purchase Options to be
Issued.

     

    5.1           Partial Exercise or
Transfer.  Subject to the restrictions in Section 3 hereof,
this Purchase Option may be exercised or assigned in whole or in part. In the
event of the exercise or assignment hereof in part only, upon surrender of this
Purchase Option for cancellation, together with the duly executed exercise or
assignment form and funds sufficient to pay any Exercise Price and/or transfer
tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to
this Purchase Option in the name of the Holder evidencing the right of the
Holder to purchase the number of Shares purchasable hereunder as to which this
Purchase Option has not been exercised or assigned.

     

    5.2           Lost
Certificate.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification or the posting of
a bond, the Company shall execute and deliver a new Purchase Option of like
tenor and date. Any such new Purchase Option executed and delivered as a result
of such loss, theft, mutilation or destruction shall constitute a substitute
contractual obligation on the part of the Company.

     

    6.           Adjustments.

     

    6.1           Adjustments to Exercise
Price and Number of Securities.  The Exercise Price and the
number of Shares underlying the Purchase Option shall be subject to adjustment
from time to time as hereinafter set forth:

     

    6.1.1                      Share Dividends; Split
Ups.  If after the date hereof, and subject to the provisions
of Section 6.3 below, the number of outstanding Shares is increased by a stock
dividend payable in Shares or by a split up of Shares or other similar event,
then, on the effective day thereof, the number of Shares purchasable hereunder
shall be increased in proportion to such increase in outstanding
shares.

     

    
      
         

      

      
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    6.1.2                      Aggregation of
Shares.  If after the date hereof, and subject to the
provisions of Section 6.3, the number of outstanding Shares is decreased by a
consolidation, combination or reclassification of Shares or other similar event,
then, on the effective date thereof, the number of Shares purchasable hereunder
shall be decreased in proportion to such decrease in outstanding
shares.

     

    6.1.3                      Replacement of Securities
upon Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding Shares other than a change covered by Section
6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in
the case of any share reconstruction or amalgamation or consolidation of the
Company with or into another corporation (other than a consolidation or share
reconstruction or amalgamation in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding Shares), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Option shall have the right thereafter (until the
expiration of the right of exercise of this Purchase Option) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, share reconstruction or amalgamation, or consolidation, or upon
a dissolution following any such sale or transfer, by a Holder of the number of
Shares of the Company obtainable upon exercise of this Purchase Option
immediately prior to such event; and if any reclassification also results in a
change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall
be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions
of this Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations,
sales or other transfers.

     

    6.1.4                      Changes in Form of Purchase
Option.  This form of Purchase Option need not be changed
because of any change pursuant to this Section, and Purchase Options issued
after such change may state the same Exercise Price and the same number of
Shares as are stated in the Purchase Options initially issued pursuant to this
Agreement. The acceptance by any Holder of the issuance of new Purchase Options
reflecting a required or permissive change shall not be deemed to waive any
rights to an adjustment occurring after the Commencement Date or the computation
thereof.

     

    6.2           Substitute Purchase
Option.  In case of any consolidation of the Company with, or
share reconstruction or amalgamation of the Company with or into, another
corporation (other than a consolidation or share reconstruction or amalgamation
which does not result in any reclassification or change of the outstanding
Shares), the corporation formed by such consolidation or share reconstruction or
amalgamation shall execute and deliver to the Holder a supplemental Purchase
Option providing that the holder of each Purchase Option then outstanding or to
be outstanding shall have the right thereafter (until the stated expiration of
such Purchase Option) to receive, upon exercise of such Purchase Option, the
kind and amount of shares of stock and other securities and property receivable
upon such consolidation or share reconstruction or amalgamation, by a holder of
the number of Shares of the Company for which such Purchase Option might have
been exercised immediately prior to such consolidation, share reconstruction or
amalgamation, sale or transfer. Such supplemental Purchase Option shall provide
for adjustments which shall be identical to the adjustments provided for in this
Section 6. The above provision of this Section shall similarly apply to
successive consolidations or share reconstructions or
amalgamations.

       

    

    
      
         

      

      
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    6.3           Elimination of Fractional
Interests.  The Company shall not be required to issue
certificates representing fractions of Shares upon the exercise of the Purchase
Option, nor shall it be required to issue scrip or pay cash in lieu of any
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up or down, as the case
may be, to the nearest whole number of Shares or other securities, properties or
rights.

     

    7.           Reservation and
Listing.  The Company shall at all times reserve and keep
available out of its authorized Shares, solely for the purpose of issuance upon
exercise of the Purchase Options, such number of Shares or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Options and payment of
the Exercise Price therefor, in accordance with the terms hereby, all Shares and
other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any
shareholder. The Company further covenants and agrees that upon exercise of the
Purchase Options and payment of the exercise price therefor, all Shares and
other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any
shareholder. As long as the Purchase Options shall be outstanding, the Company
shall use its best efforts to cause all Shares issuable upon exercise of the
Purchase Options to be listed (subject to official notice of issuance) on all
securities exchanges (or, if applicable on the Nasdaq Global Market, Capital
Market, OTC Bulletin Board or any successor trading market) on which the Shares
issued to the public in the Offering may then be listed and/or
quoted.

     

    8.           Certain Notice
Requirements.

     

    8.1           Holder's Right to Receive
Notice.  Nothing herein shall be construed as conferring upon
the Holders the right to vote or consent or to receive notice as a shareholder
for the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. lf, however, at any time prior to
the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the
Company shall give written notice of such event at least fifteen days prior to
the date fixed as a record date or the date of closing the transfer books for
the determination of the shareholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be. Notwithstanding, the foregoing, the Company shall deliver to
each Holder a copy of each notice given to the other shareholders of the Company
at the same time and in the same manner that such notice is given to the
shareholders.

     

    8.2           Events Requiring
Notice.  The Company shall be required to give the notice
described in this Section 8 upon one or more of the following events: (i) if the
Company shall take a record of the holders of its Shares for the purpose of
entitling them to receive a dividend or distribution payable otherwise than in
cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend
or distribution on the books of the Company, (ii) the Company shall offer to all
the holders of its Shares any additional shares of capital stock of the Company
or securities convertible into or exchangeable for shares of capital stock of
the Company, or any option, right or warrant to subscribe therefor, or (iii) a
dissolution, liquidation or winding tip of the Company (other than in connection
with a consolidation or share reconstruction or amalgamation) or a sale of all
or substantially all of its property, assets and business shall be
proposed.

       

    

    
      
         

      

      
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    8.3           Notice of Change in Exercise
Price.  The Company shall, promptly after an event requiring a
change in the Exercise Price pursuant to Section 6 hereof, send notice to the
Holders of such event and change ("Price Notice"). The Price Notice shall
describe the event causing the change and the method of calculating same and
shall be certified as being true and accurate by the Company's Chief Financial
Officer.

     

    8.4           Transmittal of
Notices.  All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or
private courier service, with acknowledgement and receipt to the party to which
notice is given: (i) if to the registered Holder of the Purchase Option, to the
address of such Holder as shown on the books of the Company, or (ii) if to the
Company, to following address or to such other address as the Company may
designate by notice to the Holders:

     

    Andatee
China Marine Fuel Services Corporation

    Dalian
Ganjingzi District, Dalian Wan Lijiacun

    Unit C,
No. 68 West Binhai Road, Xingang District Dalian

    People’s
Republic of China

    Phone:  011
(86411) 8360 4647

    Attention:  Bill
Wen, CFO

    Fax:  ___

    


    With a
copy to:

     

    Cozen
O’Connor

    1627 I
Street, NW, Suite 1100

    Washington,
DC 20006

    Phone:  (202)
912-4800

    Attention:    Ralph V.
DeMartino, Esq.

          
F. Alec Orudjev, Esq.

    Fax:  202-912-4830

    


    9.           Miscellaneous.

     

     9.1           Amendments.  The
Company and NSC may from time to time supplement or amend this Purchase Option
without the approval of any of the Holders in order to cure any ambiguity, to
correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions
in regard to matters or questions arising hereunder that the Company and NSC may
deem necessary or desirable and that the Company and NSC deem shall not
adversely affect the interest of the Holders.
All other modifications or amendments shall require the written consent of and
be signed by the party against whom enforcement of the modification or amendment
is sought.

    
       

      
        
           

        

        
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    9.2           Headings.  The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Purchase Option.

     

    9.3           Entire
Agreement.  This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

     

    9.4           Binding
Effect.  This Purchase Option shall inure solely to the benefit
of and shall be binding upon, the Holder and the Company and their permitted
assignees, respective successors, legal representative and assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.

     

    9.5           Governing Law; Submission to
Jurisdiction.  This Purchase Option shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to conflict of laws. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to
this Purchase Option shall be brought and enforced in the courts of the State of
Florida or of the United States District Court for the Southern District of
Florida, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys' fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

     

    9.6           Waiver,
etc.  The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

    
      
         

        
          
             

          

          
            -10-

            
              

            

          

          
             

          

        

        
           

          9.7          
Execution in Counterparts. This
Purchase Option may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the other
parties hereto. Such counterparts may be delivered by facsimile transmission or
other electronic transmission.

        

         

      

    

     [Remainder of page deliberately left
blank.]

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its
duly authorized officer as of the day of _______________, 2009.

     

    
      
        	 	
                ANDATEE
      CHINA MARINE FUEL SERVICES CORPORATION

              	 
	 	 	 	 
	
                 

              	
                By: 
      

              	  	 
	 	
                Name:
      

              	  	 
	 	
                Title:

              	 
    	 


      

    

    
      
         

        
          
             

          

          
            -12-

            
              

            

          

          
             

          

        

      

    

     

    Form
to be used to exercise Purchase Option:

     

    Date:
________________, 200_

     

    The
undersigned hereby elects irrevocably to exercise the within Purchase Option and
to purchase ______________ Shares of Andatee China Marine Fuel Services
Corporation and hereby makes payment of $____________ (at the rate of $_____ per
Share) in payment of the Exercise Price pursuant thereto. Please issue the
Shares as to which this Purchase Option is exercised in accordance with the
instructions given below.

     

    or

     

    The
undersigned hereby elects irrevocably to convert its right to purchase _________
Shares purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a "Value" of $_______
based on a "Market Price" of $_______). Please issue the Shares as to which this
Purchase Option is exercised in accordance with the instructions given
below.

     

    
      
        
          	 	 	 	 	 
	
                     

                	 	 	
                   

                	 
	
                  Signature

                	 	 	
                   

                	 


        

      

    

     

    
      
        
          
            	 	 	 	 	 
	
                       

                  	 	 	
                     

                  	 
	
                    Signature
      Guaranteed

                  	 	 	
                     

                  	 


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    INSTRUCTIONS
FOR REGISTRATION OF SECURITIES

     

    Name:

     

    
      
        
          
            	 	 	 	 	 
	
                       

                  	 	 	
                     

                  	 
	
                    (Print
      in Block Letters)

                  	 	 	
                     

                  	 


          

        

      

    

     

    
      
        
          
            
              	 Address:	 	 	 	 
	
                       

                    	 	 	
                       

                    	 
	   	 	 	
                       

                    	 
	
                         

                    	 	 	
                       

                    	 


            

          

        

      

       

    

    NOTICE:  The
signature to this form must correspond with the name as written upon the face of
the within Purchase Option in every particular without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings
bank, or by a trust company or by a firm having membership on a registered
national securities exchange.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Form
to be used to assign Purchase Option:

     

    ASSIGNMENT

     

    (To be
executed by the registered Holder to effect a transfer of the within Purchase
Option):

     

    FOR VALUE
RECEIVED, _______________________________ does hereby sell, assign and transfer
unto ___________________________________ the right to purchase Shares of Andatee
China Marine Fuel Services Corporation ("Company") evidenced by the within
Purchase Option and does hereby authorize the Company to transfer such right on
the books of the Company.

     

    Dated:
___________________, 200_

     

    
      
        
          
            
              	 	 	 	 	 
	
                       

                    	 	 	
                       

                    	 
	Signature	 	 	
                       

                    	 


            

          

        

      

    

     

    
      
        
          
            
              
                	 	 	 	 	 
	
                         

                      	 	 	
                         

                      	 
	
                        Signature
      Guaranteed

                      	 	 	
                         

                      	 


              

            

          

        

      

    

     

    NOTICE:  The
signature to this form must correspond with the name as written upon the face of
the within Purchase Option in every particular without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings
bank, or by a trust company or by a firm having membership on a registered
national securities exchange.