Unassociated Document


    NEITHER
      THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
      SECURITIES OR BLUE SKY LAWS. 

     

    THIS
      WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED PURSUANT TO THE TERMS
      HEREIN BY 5:00 P.M. PST (CALIFORNIA TIME), ON DECEMBER 31, 2012 OR SUCH EARLIER
      DATE AS PROVIDED.


     

    ENERGROUP
      HOLDINGS CORP.

     

    COMMON
      STOCK WARRANT


     

    
      
        	
                Warrant
                  No. 001

              	
                Dated:
                  December 31, 2007

              


      

    

     

    ENERGROUP
      HOLDINGS CORP., a Nevada corporation (the “Company”),
      hereby certifies that, for value received, Hunter Wise Financial Group LLC
      or
      its registered assigns (the “Holder”),
      is
      entitled to purchase from the Company up to a total of 386,364 shares
      of
      common stock, $0.001 par value per share (the “Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such shares, the “Warrant
      Shares”)
      at an
      exercise price equal to $4.40 
      per
      share (as adjusted from time to time as provided in Section
      9,
      the
“Exercise
      Price”),
      at
      any time and from time to time from and after the date hereof and through and
      including the five (5) year anniversary of the date hereof (the “Expiration
      Date”),
      and
      subject to the following terms and conditions. This Warrant (this “Warrant”)
      is
      issued in connection with the letter agreement by and among the Company and
      Hunter Wise Financial Group LLC dated as of October 6, 2007 (“Advisory
      Agreement”).

    __________________________

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.
       Definitions.
      As used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    “Board
      of Directors”
means
      the board of directors of the Company.

     

    “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      the State of California are authorized or required by law to remain
      closed.

     

    “Company”
      includes the Company and any corporation which shall succeed to or assume the
      obligations of the Company hereunder. The term “corporation” shall include an
      association, joint stock company, business trust, limited liability company
      or
      other similar organization.

     

    “Common
      Stock”
means
      the Company’s Common Stock, $0.001 par value per share, authorized as of the
      date hereof, and any stock of any class or classes (however designated)
      hereafter authorized upon reclassification thereof, which, if the Board of
      Directors declares any dividends or distributions, has the right to participate
      in the distribution of earnings and assets of the Company after the payment
      of
      dividends or other distributions on any shares of capital stock of the Company
      entitled to a preference and in the voting for the election of directors of
      the
      Company. 

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, as the same shall be in effect
      at the time.

     

    “Person”
means
      any individual, sole proprietorship, partnership, corporation, limited liability
      company, business trust, unincorporated association, joint stock corporation,
      trust, joint venture or other entity, any university or similar institution,
      or
      any government or any agency or instrumentality or political subdivision
      thereof.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, as the same shall be in effect at the
      time.

     

    “Trading
      Day”
means
      any day on which the Common Stock is traded on the principal securities exchange
      or securities market on which the Common Stock is then traded.

    


    2.
       Registration
      of Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.

     

    3.
       Registration
      of Transfers.
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Transfer Agent or to the
      Company at its address specified herein. Upon any such registration or transfer,
      a new warrant to purchase Common Stock, in substantially the form of this
      Warrant (any such new warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.
       Exercise
      and Duration of Warrants.

     

    (a)
       This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time on or after the date hereof to and including the Expiration Date. At
      5:00 P.M. PST (California time) on the Expiration Date, the portion of this
      Warrant not exercised prior thereto shall be and become void and of no value.
      

     

    (b)
       A
      Holder
      may exercise this Warrant by delivering to the Company (i) an exercise notice,
      in the form attached hereto (the “Exercise
      Notice”),
      appropriately completed and duly signed, and (ii) payment of the Exercise
      Price for the number of Warrant Shares as to which this Warrant is being
      exercised (which may take the form of a “cashless exercise” if so indicated in
      the Exercise Notice and if a “cashless exercise” may occur at such time pursuant
      to Section 10 below), and the date such items are delivered to the Company
      (as
      determined in accordance with the notice provisions hereof) is an “Exercise
      Date.”
The
      Holder shall not be required to deliver the original Warrant in order to effect
      an exercise hereunder. Upon the execution and delivery of the Exercise Notice,
      the Company shall issue a New Warrant to the Holder evidencing the right to
      purchase the remaining number of Warrant Shares.

     

    5.
       Delivery
      of Warrant Shares.
      

     

    (a)
       Upon
      exercise of this Warrant, the Company shall promptly (but in no event later
      than
      five (5) Business Days after the Exercise Date) issue or cause to be issued
      and
      cause to be delivered to or upon the written order of the Holder and in such
      name or names as the Holder may designate, a certificate for the Warrant Shares
      issuable upon such exercise, free of restrictive legends unless a registration
      statement covering the resale of the Warrant Shares and naming the Holder as
      a
      selling stockholder thereunder is not then effective and the Warrant Shares
      are
      not freely transferable without volume restrictions pursuant to Rule 144 under
      the Securities Act. The Holder, or any Person so designated by the Holder to
      receive Warrant Shares, shall be deemed to have become holder of record of
      such
      Warrant Shares as of the Exercise Date. The Company shall, upon written request
      of the Holder, use its best efforts to deliver Warrant Shares hereunder
      electronically through the Depository Trust Corporation or another established
      clearing corporation performing similar functions.

     

    (b)
       This
      Warrant is exercisable, either in its entirety or, from time to time, for a
      portion of the number of Warrant Shares. Upon surrender of this Warrant
      following one or more partial exercises, the Company shall issue or cause to
      be
      issued, at its expense, a New Warrant evidencing the right to purchase the
      remaining number of Warrant Shares.

     

    (c)
       The
      Company’s obligations to issue and deliver Warrant Shares in accordance with the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged violation
      of
      law by the Holder or any other Person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Company to
      the
      Holder in connection with the issuance of Warrant Shares. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.
       Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, transfer agent fee or other incidental tax or expense in respect
      of the issuance of such certificates, all of which taxes and expenses shall
      be
      paid by the Company; provided, however, that the Company shall not be required
      to pay any tax which may be payable in respect of any transfer involved in
      the
      registration of any certificates for Warrant Shares or Warrants in a name other
      than that of the Holder or an Affiliate thereof. The Holder shall be responsible
      for all other tax liability that may arise as a result of holding or
      transferring this Warrant or receiving Warrant Shares upon exercise
      hereof.

     

    7.
       Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable bond or indemnity, if
      requested. Applicants for a New Warrant under such circumstances shall also
      comply with such other reasonable regulations and procedures and pay such other
      reasonable third-party costs as the Company may prescribe.

     

    8.
       Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of
Section
      9).
      The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and
      nonassessable. The Company will take all such actions as may be necessary to
      assure that such shares of Common Stock may be issued as provided herein without
      violation of any applicable law or regulation, or of any requirements of any
      securities exchange or automated quotation system upon which the Common Stock
      may be listed.

     

    9.
       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
      9.

     

    (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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)
       Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding, (i) the Company effects any merger
      or consolidation of the Company with or into another Person, (ii) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (iii) 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 (iv) 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
      (other than as a result of a subdivision or combination of shares of Common
      Stock covered by Section 9(a) above) (in any such case, a “Fundamental
      Transaction”),
      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”).
      The
      aggregate Exercise Price for this Warrant will not be affected by any such
      Fundamental Transaction, but the Company shall apportion such aggregate 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. In the event
      of
      a Fundamental Transaction, the Company or the successor or purchasing Person,
      as
      the case may be, shall execute with the Holder a written agreement providing
      that:

    


    (x)
       this
      Warrant shall thereafter entitle the Holder to purchase the Alternate
      Consideration in accordance with this Section 9(b), 

    


    (y) in
      the
      case of any such successor or purchasing Person, upon such consolidation,
      merger, statutory exchange, combination, sale or conveyance such successor
      or
      purchasing Person shall be jointly and severally liable with the Company for
      the
      performance of all of the Company's obligations under this Warrant and the
      Advisory Agreement, and 

    


    (z) if
      registration or qualification is required under the Exchange Act or applicable
      state law for the public resale by the Holder of shares of stock and other
      securities so issuable upon exercise of this Warrant, all rights applicable
      to
      registration of the Common Stock issuable upon exercise of this Warrant shall
      apply to the Alternate Consideration. 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    If,
      in
      the case of any Fundamental Transaction, the Alternate Consideration includes
      shares of stock, other securities, other property or assets of a Person other
      than the Company or any such successor or purchasing Person, as the case may
      be,
      in such Fundamental Transaction, then such written agreement shall also be
      executed by such other Person and shall contain such additional provisions
      to
      protect the interests of the Holder as the Board of Directors shall reasonably
      consider necessary by reason of the foregoing. At the Holder’s request, any
      successor to the Company or surviving entity in such Fundamental Transaction
      shall issue to the Holder a new warrant 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 (c) and insuring that the Warrant (or any such replacement
      security) will be similarly adjusted upon any subsequent transaction analogous
      to a Fundamental Transaction. If any Fundamental Transaction constitutes or
      results in a change of control, the Company (or any such successor or surviving
      entity) will purchase the Warrant from the Holder for a purchase price, payable
      in cash within five Business Days after such request (or, if later, on the
      effective date of the Fundamental Transaction), equal to the Black-Scholes
      value
      of the remaining unexercised portion of this Warrant on the date of such
      request.

     

    (c)
       Number
      of Warrant Shares.
      Simultaneously with any adjustments to the Exercise Price pursuant to paragraph
      (a) of this Section, 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 increased or decreased 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
      9
      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.

     

    (e)
       Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section
      9,
      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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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, (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, at least
      thirty (30) 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. 

     

    10.
       Payment
      of Exercise Price.
      The
      Holder shall pay the Exercise Price in immediately available funds; provided,
      however, if at anytime after the first anniversary of the issuance of this
      Warrant there is no effective registration statement registering, or no current
      prospectus available for, the resale of the Warrant Shares by the Holder, the
      Holder may satisfy its obligation to pay the Exercise Price through a “cashless
      exercise,” in which event the Company shall issue to the Holder the number of
      Warrant Shares determined as follows:

     

    
      	 	
              X
                =
                Y [(A-B)/A]

            
	
              where:

            	 
	 	
              X
                =
                the number of Warrant Shares to be issued to the
                Holder.

            
	 	 
	 	
              Y
                =
                the number of Warrant Shares with respect to which this Warrant is
                being
                exercised.

            
	 	 
	 	
              A
                =
                the arithmetic average of the Closing Prices for the five Trading
                Days
                immediately prior to (but not including) the Exercise
                Date.

            
	 	 
	 	
              B
                =
                the Exercise Price.

            


    

    


    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued pursuant to the Advisory
      Agreement.

     

    11.
       Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. If any fraction of a Warrant Share
      would, except for the provisions of this Section, be issuable upon exercise
      of
      this Warrant, the number of Warrant Shares to be issued will be rounded up
      to
      the nearest whole share.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    12.
       Notices.
      Any and
      all notices or other communications or deliveries hereunder (including without
      limitation any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 5:00 p.m. PST (California time) on a Business Day, (ii)
      the next Business Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section on a day that is not a Business Day or later than 5:00 p.m. PST
      (California time) on any Business Day, (iii) the Business Day following the
      date
      of mailing, if sent by nationally recognized overnight courier service, or
      (iv)
      upon actual receipt by the party to whom such notice is required to be given.
      The contact information for such notices or communications shall be as
      follows:

     

    If
      to
      the Holder:

    


    Hunter
      Wise Financial Group, LLC

    2361
      Campus Drive, Suite 100

    Irvine,
      California 92612

    Facsimile:
      +1 949-852-1722 

    Attn.:
      Mr. Fred G. Jager, President

    


    If
      to
      the Company:

    


    Energroup
      Holdings Corp.

    No.
      9,
      Xin Yi Street, Ganjingzi District

    Dalian
      City, Liaoning Province

    PRC
      116039

    Facsimile:
      +86 411 867 166 90

    Attn.:
      Mr. Shi Huashan, Chief Executive Officer

    


    With
      a copy to: 

    


    Richardson
      & Patel, LLP

    Murdock
      Plaza 

    10900
      Wilshire Boulevard, Suite 500 

    Los
      Angeles, California 90024

    Facsimile:
      (310) 208-1154

    Attn.:
      Kevin K. Leung, Esq.

    


    13.
       Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon 30 calendar days'
      notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder's last address as shown
      on
      the Warrant Register.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    14.
       Miscellaneous.

     

    (a)
       Subject
      to the restrictions on transfer set forth on the first page hereof, this Warrant
      may be assigned by the Holder. This Warrant may not be assigned by the Company
      except to a successor in the event of a Fundamental Transaction. This Warrant
      shall be binding on and inure to the benefit of the parties hereto and their
      respective successors and assigns. Subject to the preceding sentence, nothing
      in
      this Warrant shall be construed to give to any Person other than the Company
      and
      the Holder any legal or equitable right, remedy or cause of action under this
      Warrant. This Warrant may be amended only in writing signed by the Company
      and
      the Holder and their successors and assigns.

     

    (b)
       The
      Company will not, by amendment of its governing documents or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of this Warrant, but will at
      all
      times in good faith assist in the carrying out of all such terms and in the
      taking of all such action as may be necessary or appropriate in order to protect
      the rights of the Holder against impairment. Without limiting the generality
      of
      the foregoing, the Company (i) will not increase the par value of any Warrant
      Shares above the amount payable therefor on such exercise, (ii) will take all
      such action as may be reasonably necessary or appropriate in order that the
      Company may validly and legally issue fully paid and nonassessable Warrant
      Shares on the exercise of this Warrant, and (iii) will not close its shareholder
      books or records in any manner which interferes with the timely exercise of
      this
      Warrant.

     

    (c)
       Governing
      Law; Venue; Waiver Of Jury Trial.
      ALL
      QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
      OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE
      PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY AGREES THAT ALL LEGAL
      PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE
      TRANSACTIONS CONTEMPLATED BY ANY OF THE TRANSACTION DOCUMENTS (WHETHER BROUGHT
      AGAINST A PARTY HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS,
      SHAREHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE STATE
      AND FEDERAL COURTS SITTING IN THE COUNTY OF LOS ANGELES. EACH PARTY HERETO
      HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND
      FEDERAL COURTS SITTING IN THE COUNTY OF LOS ANGELES, FOR THE ADJUDICATION OF
      ANY
      DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
      HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY
      OF
      THIS WARRANT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
      SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
      THE
      JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
      IMPROPER. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF
      PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
      PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR
      OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS
      IN
      EFFECT FOR NOTICES TO IT UNDER THIS WARRANT AND AGREES THAT SUCH SERVICE SHALL
      CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING
      CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
      IN ANY MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
      TO
      THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
      BY
      JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR
      ANY
      OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
      IF EITHER PARTY SHALL COMMENCE AN ACTION OR PROCEEDING TO ENFORCE ANY PROVISIONS
      OF THIS WARRANT OR ANY TRANSACTION DOCUMENT, THEN THE PREVAILING PARTY IN SUCH
      ACTION OR PROCEEDING SHALL BE REIMBURSED BY THE OTHER PARTY FOR ITS REASONABLE
      ATTORNEYS FEES AND OTHER REASONABLE COSTS AND EXPENSES INCURRED WITH THE
      INVESTIGATION, PREPARATION AND PROSECUTION OF SUCH ACTION OR
      PROCEEDING.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (d)
       The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (e)
       In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.


     

    [Remainder
      of Page Left Blank Intentionally]

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

     

    
      	
              ENERGROUP
                HOLDINGS CORPORATION

            
	 	 
	
              By:

            	 
	 	
              Shi
                Huashan

            
	 	
              Chief
                Executive Officer

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    FORM
      OF EXERCISE NOTICE

    


    (To
      be
      executed by the Holder to exercise the right to purchase shares 

    of
      common
      stock under the foregoing Warrant)

    


    To:    
      Energroup
      Holdings Corporation

    


    The
      undersigned is the Holder of Warrant No. _______ (the “Warrant”)
      issued
      by Energroup Holdings Corp., a Nevada corporation (the “Company”).
      Capitalized terms used herein and not otherwise defined have the respective
      meanings set forth in the Warrant.

    


    
      	
              1.
                

            	
              The
                Warrant is currently exercisable to purchase a total of ______________
                Warrant Shares.

            


    

     

    
      	
              2.
                

            	
              The
                undersigned Holder hereby exercises its right to purchase
                _________________ Warrant Shares pursuant to the
                Warrant.

            


    

     

    
      	
              3.
                

            	
              The
                Holder intends that payment of the Exercise Price shall be made as
                (check
                one):

            


    

     

    o “Cash
      Exercise” under Section 10

     

    o “Cashless
      Exercise” under Section 10 (if permitted)

     

    
      	
              4.
                

            	
              If
                the holder has elected a Cash Exercise, the holder shall pay the
                sum of
                $____________ to the Company in accordance with the terms of the
                Warrant.

            


    

     

    
      	
              5.
                

            	
              Pursuant
                to this exercise, the Company shall deliver to the holder _______________
                Warrant Shares in accordance with the terms of the
                Warrant.

            


    

     

    
      	
              6.
                

            	
              Following
                this exercise, the Warrant shall be exercisable to purchase a total
                of
                ______________ Warrant Shares.

            


    

     

    
      	
              Dated:
                ____________,
                ___

            	
              Name
                of Holder:

            
	 	 	 
	 	
              (Print)

            	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	
              (Signature
                must conform in all respects to name of

              holder
                as specified on the face of the
                Warrant)

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF ASSIGNMENT

    


    (To
      be
      completed and signed only upon transfer of Warrant)

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of common stock of Energroup Holdings Corp. to
      which the within Warrant relates and appoints ________________ attorney to
      transfer said right on the books of Energroup Holdings Corp. with full power
      of
      substitution in the premises.

    


    
      	
              Dated:
                ____________,
                ___

            	 	 
	 	 	 
	 	 	
              (Signature
                must conform in all respects to name of holder

              as
                specified on the face of the Warrant)

            
	 	 	 
	 	 	
              Address
                of Transferee

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              In
                the presence of: