Longhai Steel Inc.: Exhibit 4.3 - Filed by newsfilecorp.com






Exhibit 4.3

WARRANT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 

LONGHAI STEEL INC. 

COMMON STOCK PURCHASE WARRANT 

1.     Issuance; Certain Definitions. In consideration of
good and valuable consideration as of May 11, 2012, the receipt of which is
hereby acknowledged by LONGHAI STEEL INC., a Nevada corporation (the
"Company"), the investors signatory hereto or registered assigns (the "Holder")
is hereby granted the right to purchase at any time until 5:00 p.m., New York
City time, on May 11, 2015, __________________ fully paid and
non-assessable shares of the Company's Common Stock, $0.001 par value per share
(the "Common Stock"), at an initial exercise price per share (the "Exercise
Price") of $1.00 per share, subject to further adjustment as set forth
herein.

2.     Exercise of Warrants.

        Method of Exercise.

	 	(a) 	
      This Warrant is exercisable in whole or in part at any
      time and from time to time. Such exercise shall be effectuated by
      submitting to the Company (either by delivery to the Company or by
      facsimile transmission as provided in Section 8 hereof) a completed and
      duly executed Notice of Exercise (substantially in the form attached to
      this Warrant) as provided in this paragraph. The date such Notice of
      Exercise is faxed to the Company shall be the "Exercise Date," provided
      that the Holder of this Warrant tenders this Warrant Certificate to the
      Company within five (5) business days thereafter. The Notice of Exercise
      shall be executed by the Holder of this Warrant and shall indicate the
      number of shares then being purchased pursuant to such exercise. Upon
      surrender of this Warrant Certificate, together with appropriate payment
      of the Exercise Price for the shares of Common Stock purchased, the Holder
      shall be entitled to receive a certificate or certificates for the shares
      of Common Stock so purchased.

	 	 	 
	 	(b) 	
      The Holder shall be deemed to be the holder of the shares
      issuable to it in accordance with the provisions of this Section 2.1 on
      the Exercise Date.



3.     Reservation of Shares. The Company hereby agrees that
at all times during the term of this Warrant there shall be reserved for
issuance upon exercise of this Warrant such number of shares of its Common Stock
as shall be required for issuance upon exercise of this Warrant (the "Warrant
Shares"). 

1 




4.     Mutilation or Loss of Warrant. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction)
receipt of reasonably satisfactory indemnification, and (in the case of
mutilation) upon surrender and cancellation of this Warrant, the Company will
execute and deliver a duplicate Warrant and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void. 

5.     Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein. 

6.     Transfer to Comply with the Securities Act; Registration
Rights. 

6.1     Transfer. This Warrant has not been registered under
the Securities Act of 1933, as amended, (the "Act") and has been issued to the
Holder for investment and not with a view to the distribution of either the
Warrant or the Warrant Shares. Except for transfers to officers, employees and
affiliates of the Holder, neither this Warrant nor any of the Warrant Shares or
any other security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Act relating to such security or an opinion of counsel
satisfactory to the Company that registration is not required under the Act.
Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable upon exercise of this Warrant shall contain a legend on the
face thereof, in form and substance satisfactory to counsel for the Company,
setting forth the restrictions on transfer contained in this Section. 

6.2     Registration Rights. It is the Company’s intent to
grant the Holder Piggyback Registration Rights upon exercise of the underlying
warrants. 

7.     Certain Adjustments. The exercise price and number of
warrant shares issuable upon exercise of this warrant are subject to adjustment
from time to time as set forth in this section 8. 

(a)     Stock Dividends and Splits. If the Company, at any
time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is
payable in shares of Common Stock, (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to clause
(i) of this paragraph shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or
distribution, and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall become effective immediately after the effective date of such
subdivision or combination. 

(b)     Fundamental Transactions. If, at any time while this
Warrant is outstanding there is a Fundamental Transaction (as defined below),
then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and
kind of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant
Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). “Fundamental Transaction” means any of the following:
(1) the Company effects any merger or consolidation of the Company with or into
another person, (2) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (3) any tender offer or
exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (4) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property. For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to
such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as
to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. At the Holder's option and request, any
successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant substantially in the form of this
Warrant and consistent with the foregoing provisions and evidencing the Holder's
right to purchase the Alternate Consideration for the aggregate Exercise Price
upon exercise thereof. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this paragraph
(b) and insuring that the Warrant (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.




(c)     Number of Warrant Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to this Section 7, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment. 

(d)     Calculations. All calculations under this Section 8
shall be made to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of shares of Common Stock outstanding at any given
time shall not include shares owned or held by or for the account of the
Company, and the disposition of any such shares shall be considered an issue or
sale of Common Stock. 

(d)     Notice of Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 7, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, including a statement of the
adjusted Exercise Price and adjusted number or type of Warrant Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company's Transfer Agent. 




(f)     Notice of Corporate Events. If the Company (i)
declares a dividend or any other distribution of cash, securities or other
property in respect of its Common Stock, including without limitation any
granting of rights or warrants to subscribe for or purchase any capital stock of
the Company or any Subsidiary, except for grants of options to management (ii)
authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the
voluntary dissolution, liquidation or winding up of the affairs of the Company,
then the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction (but only to the extent such disclosure
would not result in the dissemination of material, non-public information to the
Holder) at least 10 calendar days prior to the applicable record or effective
date on which a Person would need to hold Common Stock in order to participate
in or vote with respect to such transaction, and the Company will take all steps
reasonably necessary in order to insure that the Holder is given the practical
opportunity to exercise this Warrant prior to such time so as to participate in
or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the
corporate action required to be described in such notice. 

8.     Notices. Any notice or other communication required
or permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, sent by facsimile transmission or sent by certified, registered or
express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission,
or, if mailed, four days after the date of deposit in the United States mails,
as follows: 

If to the Company, to: 

LONGHAI STEEL INC. 
Attention: Mr.
Steve Ross 

with a copy to: 

Pillsbury Winthrop Shaw Pittman LLP

2300 N Street, N.W. 
Washington, D.C 20037 
Phone 202-663-8000 
Fax
202-663-8007 

Any party may give notice in accordance with this Section to
designate to another address or person for receipt of notices hereunder. 

9.     Supplements and Amendments; Whole Agreement. This
Warrant may be amended or supplemented only by an instrument in writing signed
by the parties hereto. This Warrant contains the full understanding of the
parties with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or
understandings other than expressly contained herein and therein. 




10.     Governing Law. This Warrant shall be deemed to be a
contract made under the laws of the State of Nevada. The Company and each
Purchaser hereby submit to the jurisdiction of any state court of competent
jurisdiction in and for Nevada, or in the United States District Court for the
District of Nevada in any action or proceeding arising out of or relating to
this Agreement and agree that all claims in respect of the action or proceeding
may be heard and determined in any such court; agree not to bring any action or
proceeding arising out of or relating to this Agreement in any other court;
waive any defense of inconvenient forum to the maintenance of any action or
proceeding so brought and waive any bond, surety, or other security that might
be required of any other Party with respect thereto; and agree that a final
judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or in
equity. 

11.     Jury Trial Waiver. The Company and the Holder
hereby waive a trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other in respect of any matter
arising out or in connection with this Warrant. 

12.     Counterparts. This Warrant may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. 

13.     Descriptive Headings. Descriptive headings of the
several Sections of this Warrant are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


IN WITNESS WHEREOF, the Company has executed this Warrant as of
the 11th day of May, 2012. 

LONGHAI STEEL INC. 

By:
______________________________
Name: ____________________________
Title:
_____________________________