Unassociated Document


    Exhibit
      10.17

     

    THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
      APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE
      UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OR OTHERWISE TRANSFERRED,
      ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
      SUBAYE.COM, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

     

     

    SUBAYE.COM,
      INC.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    
      	
              No. 2008-07-001

            	
              Number
                of Shares: 500,000

            
	
              Issue
                Date: July 8, 2008

            	
              (subject
                to adjustment as

            
	 	
              provided
                herein)

            


    

     

    SUBAYE.COM,
      INC., a corporation organized under the laws of the State of Delaware (the
      “Company”), hereby certifies that, for value received, PENG XIAO RONG, 8th
      Floor, 33 Jiejinerlu Shiqiao, Panyu Dist., Guangzhou 511490,China telecopier
      number: (86) 20 8487 7835, or its assigns (the “Registered Holder”), is
      entitled, pursuant to a certain Sale and Purchase Agreement, dated as of
      July 8, 2008, between PENG XIAO RONG and the Company subject to the terms
      set forth below, to purchase from the Company at any time or from time to time
      before 5:00 p.m., New York time, July 7, 2013 (the “Expiration Date”),
      up to 500,000 fully paid and nonassessable shares of Common Stock (as
      hereinafter defined), par value $.001 per share, of the Company, at an exercise
      price of $4.00 per share (the “Exercise Price”). The shares purchasable upon
      exercise of this warrant (the “Warrant”) and the exercise price per share, are
      subject to adjustment from time to time pursuant to the provisions of this
      Warrant.

     

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

     

    (a) The
      term
“Company” shall include SUBAYE.COM, Inc. and any corporation which shall succeed
      or assume the obligations of SUBAYE.COM, Inc. hereunder.

     

    (b) The
      term
“Common Stock” includes (a) the Company’s Common Stock, $.001 par value per
      share, (b) any other capital stock of any class or classes (however
      designated) of the Company, authorized on or after such date, the Registered
      Holders of which shall have the right, without limitation as to amount, either
      to all or to a share of the balance of current dividends and liquidating
      dividends after the payment of dividends and distributions on any shares
      entitled to preference, and the Registered Holders of which shall ordinarily,
      in
      the absence of contingencies, be entitled to vote for the election of a majority
      of directors of the Company (even if the right so to vote has been suspended
      by
      the happening of such a contingency) and (c) any other securities into
      which or for which any of the securities described in (a) or (b) may
      be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c) The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      Registered Holder of the Warrant at any time shall be entitled to receive,
      or
      shall have received, on the exercise of the Warrant, in lieu of or in addition
      to Common Stock, or which at any time shall be issuable or shall have been
      issued in exchange for or in replacement of Common Stock or Other Securities
      pursuant to Section 4 or otherwise. 

     

    1. Exercise
      of Warrant.

     

    1.1 Number
      of Shares Issuable upon Exercise.
      From
      and after July 8, 2008 (the “Issue Date”) through and including the Expiration
      Date, the Registered Holder hereof shall be entitled to receive, upon exercise
      of this Warrant in whole in accordance with the terms of subsection 1.2 or
      upon exercise of this Warrant in part in accordance with subsection 1.3,
      shares of Common Stock of the Company, subject to adjustment pursuant to
      Section 4.

     

    1.2 Full
      Exercise.
      This
      Warrant may be exercised in full by the Registered Holder hereof by delivery
      of
      an original or facsimile copy of the form of Notice of Exercise attached as
      Exhibit A hereto (the “Notice of Exercise”) duly executed by such
      Registered Holder and surrender of the original Warrant within seven (7) days
      of
      exercise, to the Company at its principal office or at the office of its Warrant
      Agent (as provided hereinafter), accompanied by payment, in cash, wire transfer
      or by certified or official bank check payable to the order of the Company,
      in
      the amount obtained by multiplying the number of shares of Common Stock for
      which this Warrant is then exercisable by the Exercise Price then in effect.
      

     

    1.3 Partial
      Exercise.
      This
      Warrant may be exercised in part (but not for a fractional share) by surrender
      of this Warrant in the manner and at the place provided in subsection 1.2
      except that the amount payable by the Registered Holder on such partial exercise
      shall be the amount obtained by multiplying (a) the number of whole shares
      of Common Stock designated by the Registered Holder in the Notice of Exercise
      by
      (b) the Exercise Price then in effect. On any such partial exercise, the
      Company, at its expense, will forthwith issue and deliver to or upon the order
      of the Registered Holder hereof a new Warrant of like tenor, in the name of
      the
      Registered Holder hereof or as such Registered Holder (upon payment by such
      Registered Holder of any applicable transfer taxes) may request, the whole
      number of shares of Common Stock for which such Warrant may still be
      exercised.

     

    1.4 Fair
      Market Value.
      Fair
      Market Value of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean: 

     

    (a) If
      the
      Company’s Common Stock is traded on a securities exchange or is quoted on the
      National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”)
      National Market System or the NASDAQ SmallCap Market, then the closing or last
      sale price, respectively, reported for the last business day immediately
      preceding the Determination Date;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) If
      the
      Company’s Common Stock is not traded on a securities exchange or on the NASDAQ
      National Market System or the NASDAQ SmallCap Market but is traded in the
      over-the-counter market, then the average of the closing bid and ask prices
      reported for the last business day immediately preceding the Determination
      Date;

     

    (c) Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Registered Holder and the Company agree, or in the absence
      of such an agreement, by arbitration in accordance with the rules then standing
      of the American Arbitration Association, before a single arbitrator to be chosen
      from a panel of persons qualified by education and training to pass on the
      matter to be decided; or

     

    (d) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to Registered
      Holders of the Common Stock pursuant to the charter in the event of such
      liquidation, dissolution or winding up, plus all other amounts to be payable
      per
      share in respect of the Common Stock in liquidation under the charter, assuming
      for the purposes of this clause (d) that all of the shares of Common Stock
      then issuable upon exercise of all of the Warrants are outstanding at the
      Determination Date.

     

    1.5 Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Registered Holder hereof acknowledge in writing its continuing obligation
      to
      afford to such Registered Holder any rights to which such Registered Holder
      shall continue to be entitled after such exercise in accordance with the
      provisions of this Warrant. If the Registered Holder shall fail to make any
      such
      request, such failure shall not affect the continuing obligation of the Company
      to afford to such Registered Holder any such rights. 

     

    1.6 Trustee
      for Warrant Registered Holders.
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      Registered Holder of the Warrants pursuant to Section 15, such bank or
      trust company shall have all the powers and duties of a warrant agent (as
      hereinafter described) and shall accept, in its own name for the account of
      the
      Company or such successor person as may be entitled thereto, all amounts
      otherwise payable to the Company or such successor, as the case may be, on
      exercise of this Warrant pursuant to this Section 1. 

     

    2. Procedure
      for Exercise.

     

    2.1 Delivery
      of Stock Certificates, etc. on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Registered Holder hereof as the
      record owner of such shares as of the close of business on the date on which
      this Warrant shall have been surrendered and payment made for such shares as
      aforesaid. As soon as practicable after the exercise of this Warrant in full
      or
      in part, and in any event within five (5) days thereafter (“Delivery Date”), the
      Company at its expense (including the payment by it of any applicable issue
      taxes) will cause to be issued in the name of and delivered to the Registered
      Holder hereof, or as such Registered Holder (upon payment by such Registered
      Holder of any applicable transfer taxes) may direct in compliance with
      applicable securities laws, a certificate or certificates for the number of
      duly
      and validly issued, fully paid and nonassessable shares of Common Stock (or
      Other Securities) to which such Registered Holder shall be entitled on such
      exercise, plus, in lieu of any fractional share to which such Registered Holder
      would otherwise be entitled, cash equal to such fraction multiplied by the
      then
      Fair Market Value of one full share of Common Stock, together with any other
      stock or other securities and property (including cash, where applicable) to
      which such Registered Holder is entitled upon such exercise pursuant to
      Section 1 or otherwise; provided, however, that the Company shall not be
      required to pay any tax that may be payable in respect of any transfer involving
      the issuance and delivery of any such certificate upon exercise in a name other
      than that of the Registered Holder. Notwithstanding the foregoing, the
      Registered Holder shall be solely responsible for any income taxes payable
      and
      arising from the issuance and exercise of this warrant, or any ad valorem
      property or intangible tax assessed against the Registered Holder.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.2 Exercise.

     

    (a) If
      a
      registration statement is effective and the Registered Holder may sell its
      shares of Company Common Stock upon exercise hereof thereunder, this Warrant
      may
      be exercisable in whole or in part for cash only as set forth in Section 1
      above. If no such Registration Statement is available, payment upon exercise
      may
      be made at the option of the Registered Holder either in (i) cash or by
      certified or certified cashier’s check payable to the order of the Company (or
      wire transfer of immediately available funds), in lawful money of the United
      States equal to the applicable aggregate Exercise Price payable in respect
      of
      the number of shares of Common Stock purchased upon such exercise, (ii) on
      a “cashless” exercise basis by delivery of Common Stock issuable upon exercise
      of the Warrants in accordance with Section (b) below or (iii) by
      a combination of any of the foregoing methods, for the number of common shares
      specified in such form (as such exercise number shall be adjusted to reflect
      any
      adjustment in the total number of shares of Common Stock issuable to the
      Registered Holder per the terms of this Warrant) and the Registered Holder
      shall
      thereupon be entitled to receive the number of duly authorized, validly issued,
      fully-paid and non-assessable shares of Common Stock (or Other Securities)
      determined as provided herein.

     

    (b) Notwithstanding
      any provisions herein to the contrary, if the Fair Market Value of one share
      of
      Common Stock is greater than the Exercise Price (at the date of calculation
      as
      set forth below), in lieu of exercising this Warrant for cash, upon consent
      of
      the Company, the Registered Holder may elect to receive shares equal to the
      value (as determined below) of this Warrant (or the portion thereof being
      cancelled) by surrender of this Warrant at the principal office of the Company
      together with the properly endorsed Notice of Exercise form in which event
      the
      Company shall issue to the Registered Holder a number of shares of Common Stock
      computed using the following formula:

     

    
      	 	
              X=Y
                (A-B)

              A

            
	
              Where

            	
              X=

            	
              the
                number of shares of Common Stock to be issued to the Registered
                Holder

            
	 	
              Y=

            	
              the
                number of shares of Common Stock purchasable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being exercised (at the date of such calculation)

            
	 	
              A=

            	
              the
                Fair Market Value of one share of the Company’s Common Stock (at the date
                of such calculation)

            
	 	
              B=

            	
              Exercise
                Price (as adjusted to the date of such
                calculation)

            


    

     

    (c) The
      Registered Holder may not employ the cashless exercise feature described above
      at any time that the Common Stock to be issued upon exercise is included for
      unrestricted resale in an effective registration statement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3. Requirements
      for Transfer.

     

    (a) This
      Warrant and the shares of Common Stock shall not be sold or transferred unless
      either (i) they first shall have been registered under the Securities Act of
      1933, as amended, (the “Act”) or (ii) the Company first shall have been
      furnished with an opinion of legal counsel to the effect that such sale or
      transfer is exempt from the registration requirements of the Act.

     

    (b) Notwithstanding
      the foregoing, no registration or opinion of counsel shall be required for
      (i) a
      transfer by a Registered Holder which is a corporation to a subsidiary or
      affiliate of such corporation, provided that the transferee in each case agrees
      in writing to be subject to the terms of this Section 3, or (ii) a transfer
      made
      in accordance with Rule 144 under the Act.

     

    (c) Each
      Warrant shall bear legends in substantially the following forms:

     

    “NEITHER
      THIS WARRANT NOR THE SHARES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE
      STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANS-FERRED,
      PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER
      THE ACT OR UNLESS SOLD PURSUANT TO AN EXEMPTION THEREFROM OR AN OPINION OF
      COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH
      REGIS-TRATION IS NOT REQUIRED.”

     

    (d) Each
      certificate representing shares of Common Stock shall bear a legend
      substantially in the following form:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECU-RITIES LAWS
      AND
      MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
      UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR UNLESS SOLD
      PURSUANT TO AN EXEMPTION THEREFROM OR AN OPINION OF COUNSEL SATISFACTORY TO
      THE
      COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT
      REQUIRED.”

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    The
      foregoing legend shall be removed from the certificates representing any shares
      of Common Stock, at the request of the Registered Holder thereof, at such time
      as they become eligible for resale pursuant to Rule 144(k) under the
      Act.

     

    4. Adjustment.
      In
      order to prevent the dilution of rights granted under this Warrant and to grant
      the Registered Holder certain additional rights, the Exercise Price shall be
      subject to adjustment as provided in this Section 4.

     

    (a) Adjustments
      for Share Issuance.
      During
      the period this Warrant is outstanding, if the Company shall issue any shares
      of
      Common Stock, except for the granting of stock or stock options to employees
      or
      directors, or equity or debt issued in connection with an acquisition of a
      business or assets by the Company or the issuance by the Company of stock in
      connection with the establishment of a joint venture partnership or licensing
      agreement, prior to the complete exercise of this Warrant for a consideration
      less than the Exercise Price that would be in effect at the time of such issue,
      then, and thereafter successively upon each such issue, the Exercise Price
      shall
      be reduced to such other lower issue price. For purposes of this adjustment,
      the
      issuance of any security or debt instrument of the Company carrying the right
      to
      convert such security or debt instrument into shares of Common Stock or of
      any
      warrant, right or option to purchase Common Stock shall result in an adjustment
      to the Exercise Price upon the issuance of the above-described security, debt
      instrument, warrant, right, or option. The reduction of the Exercise Price
      described in this Section 4 is in addition to the other rights of the Registered
      Holder described in the Sale and Purchase Agreement.

     

    (b) Adjustment
      for Stock Split, Dividend, Distribution, etc.
      In the
      event that the Company shall (a) issue additional shares of the Common
      Stock as a dividend or other distribution on outstanding Common Stock,
      (b) subdivide its outstanding shares of Common Stock, or (c) combine
      its outstanding shares of the Common Stock into a smaller number of shares
      of
      the Common Stock, then, in each such event, the Exercise Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Exercise Price by a fraction, the numerator of which shall be the number
      of
      shares of Common Stock outstanding immediately prior to such event and the
      denominator of which shall be the number of shares of Common Stock outstanding
      immediately after such event, and the product so obtained shall thereafter
      be
      the Exercise Price then in effect. The Exercise Price, as so adjusted, shall
      be
      readjusted in the same manner upon the happening of any successive event or
      events described herein in this Section 4. The number of shares of Common
      Stock that the Registered Holder of this Warrant shall thereafter, on the
      exercise hereof as provided in Section 1, be entitled to receive shall be
      adjusted to a number determined by multiplying the number of shares of Common
      Stock that would otherwise (but for the provisions of this Section 4) be
      issuable on such exercise by a fraction of which (a) the numerator is the
      Exercise Price that would otherwise (but for the provisions of this
      Section 4) be in effect, and (b) the denominator is the Exercise Price
      in effect on the date of such exercise.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) Adjustment
      for Reorganization, Consolidation, Merger, etc.
      In case
      at any time or from time to time, the Company shall (a) effect a
      reorganization, (b) consolidate with or merge into any other person or
      (c) transfer all or substantially all of its properties or assets to any
      other person under any plan or arrangement contemplating the dissolution of
      the
      Company, then, in each such case, as a condition to the consummation of such
      a
      transaction, proper and adequate provision shall be made by the Company whereby
      the Registered Holder of this Warrant, on the exercise hereof as provided in
      Section 1, at any time after the consummation of such reorganization,
      consolidation or merger or the effective date of such dissolution, as the case
      may be, shall receive, in lieu of the Common Stock (or Other Securities)
      issuable on such exercise prior to such consummation or such effective date,
      the
      stock and other securities and property (including cash) to which such
      Registered Holder would have been entitled upon such consummation or in
      connection with such dissolution, as the case may be, if such Registered Holder
      had so exercised this Warrant, immediately prior thereto, all subject to further
      adjustment thereafter as provided in this Section 4.

     

    (d) Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrants, the Company at its expense
      will promptly cause its chief financial officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or
      receivable by the Company for any additional shares of Common Stock (or Other
      Securities) issued or sold or deemed to have been issued or sold, (b) the
      number of shares of Common Stock (or Other Securities) outstanding or deemed
      to
      be outstanding, and (c) the Exercise Price and the number of shares of
      Common Stock to be received upon exercise of this Warrant, in effect immediately
      prior to such adjustment or readjustment and as adjusted or readjusted as
      provided in this Warrant. The Company will forthwith mail a copy of each such
      certificate to the Registered Holder of the Warrant and any Warrant Agent of
      the
      Company (appointed pursuant to Section 12 hereof).

     

    5. Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      by
      the Registered Holder of the Warrants after the effective date of such
      dissolution pursuant to this Section 5 to a bank or trust company (a
“Trustee”) having its principal office in New York, NY, as trustee for the
      Registered Holder of the Warrants. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6. Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in Sections 4 and 5, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the Other Securities and property receivable on the exercise of this Warrant
      after the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be,
      and shall be binding upon the issuer of any Other Securities, including, in
      the
      case of any such transfer, the person acquiring all or substantially all of
      the
      properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section 4. In
      the event this Warrant does not continue in full force and effect after the
      consummation of the transaction described in 4, then only in such event will
      the
      Company’s securities and property (including cash, where applicable) receivable
      by the Registered Holder of the Warrants be delivered to the Trustee as
      contemplated by Section 5.

     

    7. Reservation
      of Stock.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrants, all shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the Warrant. This
      Warrant entitles the Registered Holder hereof to receive copies of all financial
      and other information distributed or required to be distributed to the
      Registered Holders of the Company’s Common Stock. 

     

    8. Assignment;
      Exchange of Warrant.
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) with respect to any or all of the shares of Common Stock. On the
      surrender for exchange of this Warrant, with the Transferor’s endorsement in the
      form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and
      together with evidence reasonably satisfactory to the Company demonstrating
      compliance with applicable securities laws, the Company at its expense, but
      with
      payment by the Transferor of any applicable transfer taxes, will issue and
      deliver to or on the order of the Transferor thereof a new Warrant or Warrants
      of like tenor, in the name of the Transferor and/or the transferee(s) specified
      in such Transferor Endorsement Form (each a “Transferee”), calling in the
      aggregate on the face or faces thereof for the number of shares of Common Stock
      called for on the face or faces of the Warrant so surrendered by the
      Transferor.

     

    9. Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    10. Registration
      Rights.

     

    10.1 Piggyback
      Registration.
      If at
      any time and from time to time after the Issue Date and prior to the Expiration
      Date, the Company proposes to register shares of its Common Stock under the
      Securities Act on any form for registration thereunder (the “Registration
      Statement”) for the account of stockholders (other than one relating to (i) a
      registration of shares of Common Stock underlying a stock option, restricted
      stock, stock purchase or compensation or incentive plan or of stock issued
      or
      issuable pursuant to any such plan, or a dividend investment plan; (ii) a
      registration of securities proposed to be issued in exchange for securities
      or
      assets of, or in connection with a merger or consolidation with, another
      corporation or other entity; or (iii) a registration of securities proposed
      to
      be issued in exchange for other securities of the Company) in a manner which
      would permit registration of the Shares of Common Stock under the Warrant for
      sale to the public under the Securities Act (a “Piggyback Registration”), it
      will at such time give prompt written notice to the Registered Holder of its
      intention to do so and of the Registered Holder’s rights under this Section 10.1
      (the “Section 10.1 Notice”). The rights are referred to in this Section 10.1 are
“Piggyback Registration Rights”. Upon the written request of the Registered
      Holder to the Company, to be received by the Company within ten (10) days after
      the giving of any Section 10.1 Notice, setting forth the number of Shares
      intended to be disposed of by the Registered Holder and the intended method
      of
      disposition thereof, the Company will include in the Registration Statement
      the
      Shares which the Registered Holder has requested to register, to the extent
      provided in this Section 10. (The Shares set forth in the Section 10.1 Notice
      or
      the Section 10.2 Demand being for purposes of this Section 10, the “Registrable
      Shares”.)

     

    10.2 Demand
      Registration.

     

    (a) If
      at any
      time and from time to time after the Issue Date and prior to the Expiration
      Date, the Registered Holder desires to effect the registration under the
      Securities Act of its Common Stock Shares, the Registered Holder may make a
      written request that the Company effect such registration (a “Demand
      Registration”); provided that such registration covers at least 51% of the
      Shares initially issuable upon exercise in full of the Warrants, (the “Section
      10.2 Demand”). The Section 10.2 Demand shall specify the number of Registrable
      Shares proposed to be sold and will also specify the intended method of
      disposition thereof. The Company will use its commercially reasonable efforts
      to
      file, within sixty (60) days of its receipt of such Demand, the registration
      under the Securities Act of the Registrable Shares which the Company has been
      so
      requested to register by the Registered Holder.

     

    (b) Notwithstanding
      Section 10.2(a), the Company shall not be obligated to file a Registration
      Statement relating to a registration request pursuant to this Section 10.2
      at
      any time during the six-month period immediately following the effective date
      of
      another Registration Statement filed by the Company (other than a Registration
      Statement on Form S-4 or Form S-8 or any successor or similar form). The Company
      shall be obligated to file and cause the effectiveness of only one (1) Demand
      Registration.

     

    10.3 Suspension
      in Filing.

     

    (a) If
      the
      Company determines, in its good faith reasonable judgment, that it should not
      file any Demand Registration otherwise required to be filed pursuant to Section
      10.2(a) or should withdraw any previously filed Registration Statement filed
      pursuant to Section 10.1 or 10.2 because the Company is engaged in or in good
      faith plans to engage in any financing, acquisition or other material
      transaction which would be adversely affected by the filing or maintenance
      of a
      Registration Statement otherwise required to be filed or maintained pursuant
      to
      this Section 10, or that the Company is in the possession of material nonpublic
      information required to be disclosed in such Registration Statement or an
      amendment or supplement thereto, the disclosure of which in such Registration
      Statement would be materially disadvantageous to the Company (a “Disadvantageous
      Condition”), the Company shall be entitled to postpone for the shortest
      reasonable period of time (but not exceeding 180 days from the date of the
      determination), the filing of such Registration Statement or, if such
      Registration Statement has already been filed, may withdraw such Registration
      Statement and shall promptly give the Registered Holder written notice of such
      determination, containing a general statement of the reasons for such
      postponement and an approximation of the anticipated delay. If the Company
      shall
      so postpone the filing or effect the withdrawal of the Registration Statement,
      the Registered Holder shall have the right to withdraw the Section 10.2 Demand
      within thirty (30) days after receipt of the notice of postponement. The
      Company’s right to delay a request for registration or to withdraw a
      Registration Statement pursuant to this Section 10.3 may not be exercised more
      than once in any twelve (12) month period.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b) If
      the
      Company determines to take any action pursuant to (a) above after a Registration
      Statement is filed, upon receipt of any notice of suspension, the Registered
      Holder shall forthwith discontinue use of the prospectus contained in such
      Registration Statement. In addition, if so directed by the Company, the
      Registered Holder shall deliver to the Company all copies of the prospectus
      then
      covering such Registrable Shares current at the time of receipt of such notice.
      If no Registration Statement has yet been filed, at the request of the Company
      the Registered Holder shall return all drafts of the prospectus covering such
      Registrable Shares. 

     

    (c) If
      any
      Disadvantageous Condition shall cease to exist, he Company shall promptly notify
      the Registered Holder to such effect. If any Demand Registration shall have
      been
      withdrawn, the Company shall, if requested by the Registered Holder, at such
      time as it is possible or, if earlier, at the end of the 180-day period
      following such withdrawal, file a new Registration Statement covering the
      Registrable Shares that were covered by such withdrawn Registration Statement,
      and the effectiveness of such Registration Statement shall be maintained for
      such time as may be necessary so that the period of effectiveness of such new
      Registration Statement, when aggregated with the period during which such
      withdrawn Registration Statement was effective, if any, shall be such time
      as
      may be otherwise required by this Agreement.

     

    10.4 Company
      Covenants.
      Whenever required under this Section 10 to include Registrable Shares in a
      Registration Statement, the Company shall, as expeditiously as reasonably
      possible:

     

    (a) Use
      its
      commercially reasonable efforts to cause such Registration Statement to become
      effective and cause such Registration Statement to remain effective until the
      earlier of the Registered Holder have completed the distribution of all its
      Registrable Shares described in the Registration Statement or six (6) months
      from the effective date of the Registration Statement (or such later date by
      reason of suspensions the effectiveness as provided hereunder). The Company
      will
      also use its commercially reasonable efforts to, during the period that such
      Registration Statement is required to be maintained hereunder, file such
      post-effective amendments and supplements thereto as may be required by the
      Act
      and the rules and regulations thereunder or otherwise to ensure that the
      Registration Statement does not contain any untrue statement of material fact
      or
      omit to state a fact required to be stated therein or necessary to make the
      statements contained therein, in light of the circumstances under which they
      are
      made, not misleading; provided, however, that if applicable rules under the
      Act
      governing the obligation to file a post-effective amendment permits, in lieu
      of
      filing a post-effective amendment that (i) includes any prospectus required
      by
      Section 10(a)(3) of the Act or (ii) reflects facts or events representing a
      material or fundamental change in the information set forth in the Registration
      Statement, the Company may incorporate by reference information required to
      be
      included in (i) and (ii) above to the extent such information is contained
      in
      periodic reports filed pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 (the “Exchange Act”) in the Registration
      Statement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b) Prepare
      and file with the SEC such amendments and supplements to such Registration
      Statement, and the prospectus used in connection with such Registration
      Statement, as may be necessary to comply with the provisions of the Act with
      respect to the disposition of all securities covered by such Registration
      Statement.

     

    (c) Furnish
      to the Registered Holder such numbers of copies of a prospectus, including
      a
      preliminary prospectus as amended or supplemented from time to time, in
      conformity with the requirements of the Act, and such other documents as it
      may
      reasonably request in order to facilitate the disposition of Registrable Shares
      owned by the Registered Holder.

     

    (d) Use
      its
      commercially reasonable efforts to register and qualify the securities covered
      by such Registration Statement under such other federal or state securities
      laws
      of such jurisdictions as shall be reasonably requested by the Registered
      Holders; provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to qualify to do business or to file a
      general consent to service of process in any such states or jurisdictions,
      unless the Company is already subject to service in such jurisdiction and except
      as may be required by the Act.

     

    (e) In
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering.

     

    (f) Notify
      the Registered Holder, at any time when a prospectus relating thereto is
      required to be delivered under the Act, (i) when the Registration Statement
      or
      any post-effective amendment and supplement thereto has become effective; (ii)
      of the issuance by the SEC of any stop order or the initiation of proceedings
      for that purpose (in which event the Company shall make every effort to obtain
      the withdrawal of any order suspending effectiveness of the Registration
      Statement. at the earliest possible time or prevent the entry thereof); of
      the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification of the Registrable Securities for sale in any jurisdiction or
      the
      initiation of any proceeding for such purpose; and (iv) of the happening of
      any
      event as a result of which the prospectus included in such Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in the light of the circumstances
      then existing.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (g) Cause
      all
      such Registrable Securities registered hereunder to be listed on each securities
      exchange or quotation service on which similar securities issued by the Company
      are then listed or quoted.

     

    (h) Provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and CUSIP number for all such Registrable Securities, in each case
      not
      later than the effective date of such registration.

     

    10.5 Furnish
      Information.
      It
      shall be a condition precedent to the obligation of the Company to take any
      action pursuant to this Section 10 with respect to the Registrable Shares that
      the Registered Holder shall furnish to the Company such information regarding
      the Registered Holder, the Registrable Shares held by the Registered Holder,
      the
      intended method of disposition of such securities and such other information
      as
      shall be reasonably required by the Company or any underwriter to effect the
      registration of the Registered Holder’s Registrable Shares.

     

    10.6 Expenses
      of Company Registration.
      The
      Company shall bear and pay all expenses incurred in connection with any
      registration, filing or qualification of Registrable Shares with respect to
      the
      registrations effected pursuant to Section 10.1 or 10.2 for the Registered
      Holder, including (without limitation) all registration, filing, and
      qualification fees, printers and accounting fees relating or apportionable
      thereto, but excluding underwriting discounts and commissions relating to
      Registrable Shares; provided, however, that the Company shall not bear the
      cost
      of any professional fees or costs of accounting, financial or legal advisors
      to
      the Registered Holder. Notwithstanding the foregoing, the Registered Holder
      shall pay all registration expenses that it is required to pay under applicable
      law.

     

    10.7 Underwriting
      Requirements.
      In
      connection with any offering involving an underwriting of shares of the
      Company’s capital stock, the Company shall not be required under Section 10.1 or
      10.2 to include any of the Registered Holder’s Registrable Shares in such
      underwriting unless the Registered Holder accepts the terms of the underwriting
      as agreed upon between the Company and the underwriters selected by it (or
      by
      other persons entitled to select the underwriters), and then only in such
      quantity as the underwriters determine in their sole discretion will not
      jeopardize the success of the offering by the Company, and the Registered Holder
      enters into such lock-up agreements as may be required of other selling
      stockholders in such Registration Statement. If the total amount of securities,
      including Registrable Shares, requested by stockholders to be included in such
      offering exceeds the amount of securities sold other than by the Company that
      the underwriters determine in their sole discretion is compatible with the
      success of the offering, then the Company shall be required to include in the
      offering only that number of such securities, including Registrable Securities,
      which the underwriters determine in their sole discretion will not jeopardize
      the success of the offering (the securities so included to be apportioned pro
      rata among the selling stockholders according to the total amount of securities
      entitled to be included therein owned by each selling stockholder or in such
      other proportions as shall mutually be agreed to by such selling stockholders).
      For purposes of the preceding parenthetical concerning apportionment, for any
      selling stockholder who is a holder of Registrable Securities and is a
      partnership or corporation, the partners, retired partners and stockholders
      of
      such holder, or the estates and family members of any such partners and retired
      partners and any trusts for the benefit of any of the foregoing persons shall
      be
      deemed to be a single “selling stockholder”, and any pro-rata reduction with
      respect to such “selling stockholder” shall be based upon the aggregate amount
      of shares carrying registration rights owned by all entities and individuals
      included in such “selling stockholder”, as defined in this
      sentence.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    10.8 Delay
      of Registration.
      No
      Registered Holder shall have any right to obtain or seek an injunction
      restraining or otherwise delaying any such registration as the result of any
      controversy that might arise with respect to the interpretation or
      implementation of this Section 10.

     

    10.9 Indemnification.
      In the
      event that any Registrable Shares are included in a Registration Statement
      under
      this Section 10.

     

    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless the
      Registered Holder, any underwriter (as defined in the Securities Act) for the
      Registered Holder and each person, if any, who controls the Registered Holder
      or
      underwriter within the meaning of the Act or the Exchange Act, against any
      losses, claims, damages, or liabilities (joint or several) to which they may
      become subject under the Act, or the Exchange Act, insofar as such losses,
      claims, damages, or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any of the following statements, omissions or violations
      (collectively a “Violation”): (i) any untrue statement or alleged untrue
      statement of a material fact contained in such Registration Statement, including
      any preliminary prospectus or final prospectus contained therein or any
      amendments or supplements thereto, (ii) the omission or alleged omission to
      state therein a material fact required to be stated therein, or necessary to
      make the statements therein not misleading, or (iii) any violation or alleged
      violation by the Company of the Act, the Exchange Act, or any rule or regulation
      promulgated under the Act, or the Exchange Act, and the Company will pay to
      the
      Registered Holder, underwriter or controlling person, as incurred, any legal
      or
      other expenses reasonably incurred by them in connection with investigating
      or
      defending any such loss, claim, damage, liability, or action; provided, however,
      that the indemnity agreement contained in this Section 10.9(a) shall not apply
      to amounts paid in settlement of any such loss, claim, damage, liability, or
      action if such settlement is effected without the consent of the Company (which
      consent shall not be unreasonably withheld), nor shall the Company or the
      Placement Agent be liable in any such case for any such loss, claim, damage,
      liability, or action to the extent that it arises out of or is based upon a
      Violation which occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      the Registered Holder, underwriter or controlling person.

     

    (b) To
      the
      extent permitted by law, the Registered Holder will indemnify and hold harmless
      the Company, its directors, officers, and each person, if any, who controls
      the
      Company within the meaning of the Act or the Exchange Act, any underwriter,
      any
      other holder selling securities in such Registration Statement and any
      controlling person of any such underwriter or other holder, against any losses,
      claims, damages, or liabilities (joint or several) to which any of the foregoing
      persons may become subject, under the Act, or the Exchange Act, insofar as
      such
      losses, claims, damages, or liabilities (or actions in respect thereto) arise
      out of or are based upon any Violation, in each case to the extent (and only
      to
      the extent) that such Violation occurs in reliance upon and in conformity with
      written information furnished by the Registered Holder expressly for use in
      connection with such registration; and the Registered Holder will pay, as
      incurred, any legal or other expenses reasonably incurred by any person intended
      to be indemnified pursuant to this Section 10.9(b), in connection with
      investigating or defending any such loss, claim, damage, liability, or action;
      provided,
      however,
      that
      the indemnity agreement contained in this Section 10.9(b) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Registered Holder,
      which consent shall not be unreasonably withheld; provided,
      further,
      that,
      in no event shall any indemnity under this Section 10.9(b) exceed the cash
      value
      of the gross proceeds from the offering received by the Registered
      Holder.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (c) Promptly
      after receipt by an indemnified party under this Section 10.9 of notice of
      the
      commencement of any action (including any governmental action), such indemnified
      party shall, if a claim in respect thereof is to be made against any
      indemnifying party under this Section 10.9, deliver to the indemnifying party
      a
      written notice of the commencement thereof and the indemnifying party shall
      have
      the right to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly notified, to assume
      the defense thereof with counsel selected by the indemnifying party and approved
      by the indemnified party (whose approval shall not be unreasonably withheld);
      provided, however, that an indemnified party (together with all other
      indemnified parties which may be represented without conflict by one counsel)
      shall have the right to retain one separate counsel, with the fees and expenses
      to be paid by the indemnifying party, if representation of such indemnified
      party by the counsel retained by the indemnifying party would be inappropriate
      due to actual or potential differing interests between such indemnified party
      and any other party represented by such counsel in such proceeding. The failure
      to deliver written notice to the indemnifying party within a reasonable time
      of
      the commencement of any such action, if prejudicial to its ability to defend
      such action, shall relieve such indemnifying party of any liability to the
      indemnified party under this Section 10.9, but the omission so to deliver
      written notice to the indemnifying party will not relieve it of any liability
      that it may have to any indemnified party otherwise than under this Section
      10.9.

     

    (d) If
      the
      indemnification provided for in this Section 10.9 is held by a court of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any loss, liability, claim, damage, or expense referred to therein, then the
      indemnifying party, in lieu of indemnifying such indemnified party hereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such loss, liability, claim, damage, or expense in such proportion
      as
      is appropriate to reflect the relative fault of the indemnifying party on the
      one hand and of the indemnified party on the other in connection with the
      statements or omissions that resulted in such loss, liability, claim, damage,
      or
      expense as well as any other relevant equitable considerations. The relative
      fault of the indemnifying party and of the indemnified party shall be determined
      by reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or the alleged omission to state a material fact
      relates to information supplied by the indemnifying party or by the indemnified
      party and the parties’ relative intent, knowledge, access to information, and
      opportunity to correct or prevent such statement or omission.

     

    (e) Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with the underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (f) The
      obligations of the Company and the Registered Holder under this Section 10.9
      shall survive the completion of any offering of Registrable Shares in a
      Registration Statement under this Section 7, and otherwise.

     

    10.10 Reports
      Under Securities Exchange Act of 1934.
      With a
      view to making available to the Registered Holder the benefits of Rule 144
      and
      any other rule or regulation of the SEC that may at any time permit the
      Registered Holder to sell shares of the Company’s Common Stock to the public
      without registration, the Company agrees to:

     

    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Act and the Exchange Act; and

     

    (c) furnish
      to the Registered Holder, so long as the Registered Holder owns any Registrable
      Securities, forthwith upon request (i) a copy of the most recent annual or
      quarterly report of the Company and such other reports and documents so filed
      by
      the Company, and (ii) such other information as may be reasonably requested
      in
      availing any Registered Holder of any rule or regulation of the SEC which
      permits the selling of any such securities without registration or pursuant
      to
      such form.

     

    10.11 Permitted
      Transferees.
      The
      rights to cause the Company to register Registrable Shares granted to the
      Registered Holder by the Company under this Section 10 may be assigned in full
      by a Registered Holder in connection with a transfer by the Registered Holder
      of
      its Registrable Securities if: (a) the Registered Holder gives prior written
      notice to the Company; (b) such transferee agrees to comply with and be bound
      by
      the terms and provisions of this Agreement; (c) such transfer is otherwise
      in
      compliance with this Agreement and (d) such transfer is otherwise effected
      in
      accordance with applicable securities laws. Except as specifically permitted
      by
      this Section 10.11, the rights of a Registered Holder with respect to
      Registrable Shares as set out herein shall not be transferable to any other
      person, and any attempted transfer shall cause all rights of the Registered
      Holder therein to be forfeited.

     

    10.12 Termination
      of Registration Rights.
      The
      right of the Registered Holder to request or demand inclusion in any
      registration pursuant to Section 10.1 and Section 10.2 shall terminate if all
      Shares held by the Registered Holder may immediately be sold under Rule 144(k)
      after if this Warrant has then been exercised in full.

     

    11. Replacement
      of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement, and if requested by the
      Board of Directors, a bond in an amount reasonably satisfactory to it, or (in
      the case mutilation) upon surrender and cancellation hereof, the Company will
      issue in lieu thereof a new Warrant of like tenor.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    12. Rights
      as a Warrant Holder.
      The
      Registered Holder shall not, by virtue hereof, be entitled to any rights of
      a
      stockholder in the Company, either at law or equity except with respect to
      certificates representing shares of Common Stock issued upon exercise of this
      Warrant. The rights of the Registered Holder are limited to those expressed
      in
      this Warrant and are not enforceable against the Company except to the extent
      set forth herein. Prior to due presentment for transfer of this Warrant, the
      Company may deem and treat the Registered Holder as the absolute owner of this
      Warrant for purposes of any exercise hereof and for all other purposes and
      such
      right of the Company shall not be affected by any notice to the
      contrary.

     

    13. Subdivision
      of Rights.
      This
      Warrant (as well as any new warrant issued pursuant to the provisions of this
      Section) is exchangeable upon the surrender hereof by the Registered Holder
      at
      the principal office of the Company for any number of new warrants of like
      tenor
      and date representing in the aggregate the right to subscribe for and purchase
      the number of shares of Common Stock of the Company that may be subscribed
      for
      and purchased hereunder.

     

    14. INTENTIONALLY
      OMITTED

     

    15. Warrant
      Agent.
      The
      Company may, by written notice to the Registered Holder of the Warrant, appoint
      an agent (a “Warrant Agent”) for the purpose of issuing Common Stock (or Other
      Securities) on the exercise of this Warrant pursuant to Section 1,
      exchanging this Warrant pursuant to Section 8, and replacing this Warrant
      pursuant to Section 9, or any of the foregoing, and thereafter any such
      issuance, exchange or replacement, as the case may be, shall be made at such
      office by such Warrant Agent. 

     

    16. Transfer
      on the Company’s Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the Registered Holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary. 

     

    17. Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Company to: SUBAYE.COM, Inc., 3/F.,74
      Shanan Road, Panyu, Guangzhou, GD511490 China Attn: Jun Han, Chief Executive
      Officer, telecopier (86) 20 8466 2252, with a copy by telecopier only to: Robert
      S. Matlin, Esq., Partner K&L GATES LLP 599 Lexington Avenue, NY, NY 10022,
      telecopier: 212.536.3901, and (ii) if to the Registered Holder, to the address
      and telecopier number listed on the first paragraph of this Warrant, with a
      copy
      by telecopier only to: PENG XIAO RONG, 8th Floor, 33 Jiejinerlu Shiqiao, Panyu
      Dist., Guangzhou 511490,China telecopier number: (86) 20 8487 7835.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    18. Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. This Warrant shall
      be construed and enforced in accordance with and governed by the laws of the
      State of New York (without reference to the conflicts of law provisions
      thereof). Any dispute relating to this Warrant shall be adjudicated in
      New York County in the State of New York. The headings in this Warrant
      are for purposes of reference only, and shall not limit or otherwise affect
      any
      of the terms hereof. The invalidity or unenforceability of any provision hereof
      shall in no way affect the validity or enforceability of any other provision.
      

     

    19. Successors
      and Assigns.
      This
      warrant shall be binding upon and inure to the benefit of the registered owner
      and its assigns, and shall be binding upon nay entity succeeding to the Company
      by consolidation or merger. The company may not assign this warrant or any
      rights or obligations hereunder without the prior written consent of the
      registered holder. Subject to Section 8 hereof, the registered holder may assign
      this warrant without the Company’s prior written consent.

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above. 

     

    
      	 	 	 
	 	SUBAYE.COM,
              INC.
              
	 
 	 
 	 
 
	 	By:  	/s/ Jun
              Han
              
	 	
              Name:
                Jun Han 

              Title:
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
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    Exhibit A


     

    FORM
      OF
      NOTICE OF EXERCISE

    (to
      be
      signed only on exercise of Warrant)

     

    TO:
      SUBAYE.COM, INC. 

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

     

    ___ ________
      shares of the Common Stock covered by such Warrant; or

     

    ___ the
      maximum number of shares of Common Stock covered by such Warrant pursuant to
      the
      cashless exercise procedure set forth in Section 2.

     

    The
      undersigned herewith makes payment of the full Exercise Price for such shares
      at
      the price per share provided for in such Warrant, which is $___________. Such
      payment takes the form of (check applicable box or boxes):

     

    ___ $__________
      in lawful money of the United States; and/or

     

    ___ the
      cancellation of such portion of the attached Warrant as is exercisable for
      a
      total of _______ shares of Common Stock (using a Fair Market Value of $_______
      per share for purposes of this calculation); and/or

     

    ___ the
      cancellation of such number of shares of Common Stock as is necessary, in
      accordance with the formula set forth in Section 2, to exercise this
      Warrant with respect to the maximum number of shares of Common Stock purchasable
      pursuant to the cashless exercise procedure set forth in Section 2.


     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered
      to ______________________________________________________ whose address
      is 

    
    

    
      

    

     

      
        

      

    

     

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities Act”), or pursuant to an exemption from registration
      under the Securities Act.

     

    
      
        	
                Dated:

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                (Signature
                  must conform to name of Registered Holder as specified on the face
                  of the
                  Warrant)

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                (Address)

              


      

    

     

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Exhibit B

     

    FORM
      OF
      TRANSFEROR ENDORSEMENT

    (To
      be
      signed only on transfer of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of SUBAYE.COM, INC. to which the within Warrant relates specified under
      the headings “Percentage Transferred” and “Number Transferred,” respectively,
      opposite the name(s) of such person(s) and appoints each such person Attorney
      to
      transfer its respective right on the books of SUBAYE.COM, INC. with full power
      of substitution in the premises.

     

    


    
      	
              Transferees

            	
              Percentage
                Transferred

            	
              Number
                Transferred

            
	 	 	 
	 	 	 
	 	 	 


    

    


    

      
        	
                Dated:
                  ______________, ___________

              	
                 

              	
                ______________________________________________________

                (Signature
                  must conform to name of Registered Holder as specified on the face
                  of the
                  warrant)

                 

              
	
                Signed
                  in the presence of:

                 

                 

              	
                 

              	
                 

              
	
                (Name)

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                (Address)

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	 
	
                ACCEPTED
                  AND AGREED:

                TRANSFEREE]

                 

                 

              	
                 

              	
                (Address)

              
	
                (Name)

              	
                 

              	
                 

              


      

       

    

    
      
        
        

      

      
        20