EX-10.64






Exhibit 10.64



     THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR LAWS.



No. W-5A




WARRANT TO PURCHASE UNITS CONSISTING OF ORDINARY SHARES AND

WARRANTS TO PURCHASE ORDINARY SHARES

OF

CHINA HYDROELECTRIC CORPORATION




FOR THE FOLLOWING NUMBER OF UNITS (AS DEFINED BELOW)




-
550,000 -




          This warrant (the “Unit Warrant”) is issued to Morgan Joseph & Co. Inc. (together with its
permitted assigns, the “Holder”) by CHINA HYDROELECTRIC CORPORATION, a Cayman Islands corporation
(the “Company”), on November 10, 2006 for agreed upon consideration, receipt of which is hereby
acknowledged.




     1. Purchase of Units. Subject to the terms and conditions hereinafter set forth,
the Holder is entitled, upon surrender of this Unit Warrant at the principal office of the
Company (or at such other place as the Company shall notify the Holder in writing), to
purchase from the Company at the Exercise Price (defined in Section 2 below) up to 550,000
units (the “Units”), each consisting of one ordinary share, par value $0.001 per share, of
the Company (“Ordinary Shares”) and two warrants each to purchase from the Company, on the
terms and conditions set forth in Exhibit A attached hereto, one additional Ordinary
Shares (the “Share Warrants”).



     2. Exercise Price. The purchase price for the Units shall be $6.60 per Unit
(the “Exercise Price”), as adjusted from time to time pursuant to Section 8 below.



     3. Exercise Period. This Unit Warrant may be exercised at any time after the
date hereof until the close of business on November 10, 2011.



     4. Method of Exercise. While this Unit Warrant remains outstanding
and exercisable in accordance with Section 3 above, the Holder may exercise, in whole or in
part, this Unit Warrant by:



1









 





          (a) the surrender of this Unit Warrant, together with a duly executed copy of the Notice
of Exercise in the form of Exhibit B attached hereto, to the Secretary of the Company at its
principal executive offices in the United States of America; and




          (b) the payment of the aggregate Exercise Price, which payment shall be payable by (i)
cash, or a certified or bank cashier’s check payable to the order of the Company, or wire
transfer of immediately available funds to such account as shall be designated by
the Company, in an amount equal to the Exercise Price per Unit multiplied by the number of
Units for which this Unit Warrant is being exercised, or (ii) the surrender of this Unit
Warrant, without the payment of the aggregate Exercise Price as provided in clause (i)
immediately above, in return for the delivery to the Holder of such number of Units equal to
the number of Units for which this Unit Warrant is being exercised (if the aggregate Exercise
Price were being paid as provided in clause (i) immediately above) reduced by that number of
Units equal to the quotient obtained by dividing (x) the Exercise Price per Unit multiplied
by the number of Units for which this Unit Warrant is being exercised by (y) the Unit Market
Price (as defined below) per Unit on the business day which immediately precedes the day of
exercise of this Unit Warrant. The exercise of this Unit Warrant pursuant to clause (ii)
immediately above is hereinafter referred to as “Cashless Exercise”.




          As used herein, the “Unit Market Price” per Unit at any date shall mean the sum of
(i) the Ordinary Share Market Price, which shall mean either (A) if the Ordinary Shares
are publicly traded, the last sale price of the Ordinary Shares in the principal trading market
for the Ordinary Shares as reported by such principal trading market, or, if such last sale price
is not reported, the average of the reporting closing bid and asked prices of the Ordinary Shares,
or (B) if the Ordinary Shares are not publicly traded, the market price per Ordinary Share as
determined in good faith by the board of directors of the Company, plus (ii) two times the
amount by which the Ordinary Share Market Price exceeds the exercise price of a Share Warrant
forming part of this Unit Warrant.




     5. No Redemption. The Company shall not have any right to redeem this
Unit Warrant in whole or in part.



     6. Certificates for Units. Upon the exercise of the purchase rights evidenced by
this Unit Warrant, one or more certificates for the number of Units so purchased shall be
issued as soon as practicable thereafter (with appropriate restrictive legends, if
applicable), and in any event within ten (10) business days of the delivery of the Notice of
Exercise.



     7. Issuance of Units. The Company covenants that the Units, when issued
pursuant to the exercise of this Unit Warrant, will be duly and validly issued and free from
all liens and charges with respect to the issuance thereof.



     8. Adjustment of Exercise Price and Kind and Number of Units. The number
and kind of securities purchasable upon exercise of this Unit Warrant and the Exercise Price
shall be subject to adjustment from time to time as follows:



          (a)
Subdivisions, Combinations and Other Issuances. If the Company shall at any time
prior to the expiration of this Unit Warrant (i) subdivide its Ordinary Shares, by split-up





2









 







or otherwise, or combine its Ordinary Shares, or (ii) issue additional Ordinary Shares or other
equity securities as a dividend with respect to any of its Ordinary Shares, the number of Ordinary
Shares and Share Warrants comprising the Units issuable on the exercise of this Unit Warrant shall
forthwith be proportionately increased in the case of a subdivision (by stock split, stock
dividend or otherwise), or proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the Exercise Price payable per Unit, but the aggregate Exercise
Price payable for the total number of Units purchasable under this Unit Warrant (as adjusted)
shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close
of business on the date the subdivision or combination becomes effective, or as of the record date
of such dividend, or in the event that no record date is fixed, upon the making of such dividend.




          (b) Reclassification, Reorganization and Consolidation. In case of
any reclassification, capital reorganization, or change in the Ordinary Shares of the Company
(other than as a result of a subdivision, combination, or stock dividend provided for in
Section 8(a) above), then, as a condition of such reclassification, reorganization, or
change, lawful provision shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the Holder shall have
the right at any time prior to the expiration of this Unit Warrant to purchase, at a total
price equal to that payable upon the exercise of this Unit Warrant (subject to adjustment of
the Exercise Price as provided in Section 8), the kind and amount of shares of stock and
other securities and property receivable in connection with such reclassification,
reorganization, or change by a holder of the same number of Ordinary Shares as were
purchasable by the Holder exercising this Unit Warrant and the underlying Share Warrants
immediately prior to such reclassification, reorganization, or change. In any such case
appropriate provisions shall be made with respect to the rights and interest of the Holder so
that the provisions hereof shall thereafter be applicable with respect to any shares of stock
or other securities and property deliverable upon exercise hereof, and
appropriate adjustments shall be made to the Exercise Price per Unit payable hereunder,
provided that the aggregate Exercise Price shall remain the same.




          (c) Notice of Adjustment. When any adjustment is required to be made in
the number or kind of securities purchasable upon exercise of this Unit Warrant, or in the
Exercise Price, the Company shall promptly notify the Holder of such event and of the number
of Ordinary Shares or other securities or property thereafter purchasable upon exercise of
this Unit Warrant.




          (d) Issuance of New Warrant. Upon the occurrence of any of the events listed in
this Section 8 that results in an adjustment of the type, number or exercise price of
the securities underlying this Unit Warrant, the Holder shall have the right to receive a
warrant reflecting such adjustment upon the Holder tendering this Unit Warrant in exchange.
The new warrant shall otherwise have terms identical to this Unit Warrant. In the event that
the Company elects to redeem all (but not less than all) of the outstanding Share Warrants of
the Company pursuant to the terms thereof, the Holder shall, in lieu of the unexercised right
to purchase the Share Warrants forming part of this Unit Warrant, be entitled to receive such
consideration as it would have received if it had exercised this Unit Warrant in whole and
held the resulting number of Share Warrants on the record date of such redemption.




3









 





     9. No Impairment. Pursuant to the terms and conditions of this Unit
Warrant, Company shall: (i) reserve an appropriate number of Ordinary Shares to facilitate
the issuance of securities to the Holder pursuant to this Unit Warrant, (ii) not amend its
Articles of Association or take any other action that would materially impair Company’s
ability to comply with the terms of this Unit Warrant, and (iii) provide the Holder with at
least ten (10) days prior written notice of the record date for any proposed dividend or
distribution by the Company.



     10. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Unit Warrant, but in
lieu of such fractional shares the Company shall make a cash payment therefor on the basis of
the Exercise Price then in effect, unless such cash payment is less than one dollar ($1.00).



     11. No Stockholder Rights. Prior to exercise of this Unit Warrant, the Holder
shall not be entitled to any rights of a stockholder with respect to the Ordinary Shares
issuable on the exercise hereof or of the underlying Share Warrants, including (without
limitation) the right to vote such Ordinary Shares, receive dividends or other distributions
thereon, exercise preemptive rights or be notified of stockholder meetings, and the Holder
shall not be entitled to any notice or other communication concerning the business or affairs
of the Company. However, nothing in this Section 11 shall limit the right of the Holder to
be provided the notices required under this Unit Warrant.



     12. Board Observer. Notwithstanding any other provisions hereof, for so long as
the Holder or any of its affiliates, taken together, hold any Ordinary Shares or other
securities of the Company that are convertible or exchangeable into the Ordinary Shares
representing at least 5% in the aggregate of the then outstanding Ordinary Shares of the
Company on a converted basis, the Holder shall be entitled to designate a board observer to
attend all meetings of the board of directors of the Company in a non-voting observer
capacity. All of the notification, background information, resolution, plans and schedules
relating to the board meetings shall be delivered to the board observer under the same
notification requirements as applicable to the members of the board of directors of the
Company; provided, however, that the board observer shall agree to hold in confidence
and trust and to act in a fiduciary manner with respect to all information so provided.



     13. Transfer.



          (a) General Restrictions. The Holder of this Unit Warrant, by its acceptance hereof,
agrees that it will not sell, transfer, assign, pledge or hypothecate this Unit Warrant for a
period of one year following the date hereof to anyone other than a bona fide officer, employee or
partner or an affiliate of the Holder. On and after the first anniversary of the date hereof,
transfers to others may be made subject to compliance with or exemptions from applicable
securities laws. In order to make any permitted assignment, the Holder must deliver to the Company
a duly completed and executed assignment form attached hereto as Exhibit C, together with
this Unit Warrant and payment of all transfer taxes, if any, payable in connection therewith. The
Company shall within five (5) business days transfer this Unit Warrant on the books of the Company
and shall execute and deliver a new warrant or warrants of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of securities





4









 







purchasable hereunder or such portion of such number as shall be contemplated by any such
assignment.




          (b) Restrictions Imposed by the Securities Act. The securities evidenced by this Unit
Warrant shall not be transferred unless and until (i) the Company has received the opinion of
counsel for the Holder that the securities may be transferred pursuant to an exemption from
registration under the Securities Act and applicable state securities laws, the availability of
which is established to the reasonable satisfaction of the Company, or (ii) a registration
statement or a post-effective amendment to the registration statement relating to such securities
have been filed by the Company and declared effective by the Securities and Exchange Commission and
compliance with applicable state securities laws has been established.




     14. New Warrants to be Issued.



          (a) Partial Exercise or Transfer. Subject to the restrictions in Section
12 hereof, this Unit Warrant may be exercised or assigned in whole or in part. In the event
of the exercise or assignment hereof in part only, upon surrender of this Unit Warrant for
cancellation, together with the duly executed exercise or assignment form and payment of the
Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new warrant of like tenor to this Unit Warrant in the name of the Holder
evidencing the right of the Holder to purchase the number of securities purchasable hereunder
as to which this Unit Warrant has not been exercised or assigned.




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




     15. Successors and Assigns. The terms and provisions of this Unit Warrant
shall inure to the benefit of, and be binding upon, the Company and the Holder and their
respective successors and assigns.



     16. Amendments and Waivers. Any term of this Unit Warrant may be amended and the
observance of any term of this Unit Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively), with the written consent of
the Company and the Holder. Any waiver or amendment effected in accordance with this Section
16 shall be binding upon each holder of any securities purchased under this Unit Warrant at
the time outstanding (including securities into which such securities have been converted),
each future holder of all such securities, and the Company.



     17. Notices. All notices required under this Unit Warrant and shall be deemed to have
been given or made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt
that the communication was successfully sent to the applicable number if sent by facsimile; (iii)
one day after being sent, when sent by professional overnight courier service, or (iv) five days
after posting when sent by registered or certified mail. Notices to the Company




5









 







shall be sent to the principal office of the Company (or at such other place as the Company shall
notify the Holder hereof in writing). Notices to the Holder shall be sent to the address of the
Holder on the books of the Company (or at such other place as the Holder shall notify the Company
hereof in writing).




     17. Attorneys’ Fees. If any action of law or equity is necessary to enforce or
interpret the terms of this Unit Warrant, the prevailing party shall be entitled to its
reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which
it may be entitled.



     18. Captions. The section and subsection headings of this Unit Warrant are
inserted for convenience only and shall not constitute a part of this Unit Warrant in
construing or interpreting any provision hereof.



     19. Governing Law. This Warrant shall be governed by the laws of the State of
New York, without regard to the provisions thereof relating to conflict of laws.



[Signature Page Follows]




6









 





     IN WITNESS WHEREOF, CHINA HYDROELECTRIC CORPORATION caused this Unit Warrant to be executed by
an officer thereunto duly authorized.



	 	 	 	 	 
	 	CHINA HYDROELECTRIC CORPORATION

 	 
	 	By:  	/s/ John Kuhns
 	 
	 	 	Name:  	John Kuhns  	 
	 	 	Title:  	President and CEO 	 
	 




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Exhibit A to the Unit Warrant




SHARE WARRANT






     THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS
SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.



			
	 	 	 
	No. [                    ]
	 	Warrant to Purchase [                    ] Ordinary

Shares (subject to adjustment)






WARRANT

TO PURCHASE ORDINARY SHARES

OF

CHINA HYDROELECTRIC CORPORATION




     This warrant (this “Share Warrant”) is issued to Morgan Joseph & Co. Inc. (together with its
permitted assigns, the “Holder”) by CHINA HYDROELECTRIC CORPORATION., a Cayman Islands corporation (the “Company”), on [                    ] for agreed upon consideration, receipt
of which is hereby acknowledged.



     1. Purchase Shares. Subject to the terms and conditions hereinafter set forth,
the Holder is entitled, upon surrender of this Share Warrant at the principal office of the
Company (or at such other place as the Company shall notify the holder hereof in writing), to
purchase from the Company up to [                    ] ordinary shares, par value $0.001 per share (“Shares”), of the Company (the “Warrant Shares”) at the Exercise Price (defined below), subject to adjustment as
provided in Section 8 hereof.



     2. Exercise Price. The purchase price for the Warrant Shares shall be $5.00
per Warrant Share, as adjusted from time to time pursuant to Section 8 hereof (the “Exercise
Price”).



     3. Exercise Period. This Share Warrant may be exercised at any time after the
date hereof until 5:00 p.m., New York City time, on the earlier of (a) November 10, 2011 or
(b) upon redemption of this Share Warrant in accordance with the terms and conditions set
forth in Section 4 hereof.



     4. Redemption. (a) All but not less than all of the outstanding Share Warrants
may be redeemed at the option of the Company at any time during the Exercise Period, at the
office of



8









 




the Company, upon the notice referred to in Section 4(b), at the price of $0.01 per Share Warrant
(“Redemption Price”), provided that the last independent bid price of the Shares equals or exceeds
$8.50 per share, on each of any twenty (20) trading days within a thirty (30) trading day period
ending three business days prior to the date on which notice of redemption is given.
Notwithstanding the foregoing, Share Warrants held by the officers and directors of the Company
will not be redeemable so long as such officers and directors hold such Share Warrants.




          (b)
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect
to redeem all of its outstanding Share Warrants, the Company shall fix a date for the redemption.
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less
than thirty (30) days prior to the date fixed for redemption to the registered holders of the
Share Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been
duly given whether or not the registered holder received such notice.




          (c) Exercise After Notice of Redemption. This Share Warrant may be exercised in
accordance with the terms hereof at any time after notice of redemption shall have been given by
the Company pursuant to Section 4(b) hereof and prior to the time and date fixed for redemption.
On and after the redemption date, the record holder of the Share Warrants shall have no further
rights except to receive, upon surrender of the Share Warrants, the Redemption Price.




     5. Method of Exercise. While this Share Warrant remains outstanding
and exercisable in accordance with Section 3 above, the Holder may exercise, in whole or in
part, the purchase rights evidenced hereby. Such exercise shall be effected by:




     (a) the surrender of this Share Warrant, together with a duly executed copy
of the form of Notice of Exercise attached hereto, to the Secretary of the Company at
its principal offices set forth on the signature page hereof; and




     (b) the payment in the form of a certified or bank cashier’s check payable to the
order of the Company in an amount equal to the Exercise Price multiplied by the number
of Warrant Shares for which this Share Warrant is being exercised.



     6. Certificates for Shares. Upon the exercise of the purchase rights evidenced
by this Share Warrant, one or more certificates for the number of Warrant Shares so purchased
shall be issued as soon as practicable thereafter (with appropriate restrictive legends, if
applicable), and in any event within ten (10) business days of the delivery of the Notice of
Exercise.



     7. Issuance of Shares. The Company covenants that the Warrant Shares,
when issued pursuant to the exercise of this Share Warrant, will be duly and validly issued,
fully paid and nonassessable and free from all taxes, liens, and charges with respect to the
issuance thereof.



     8. Adjustment of Exercise Price and Kind and Number of Shares. The number
and kind of securities purchasable upon exercise of this Share Warrant and the Exercise Price
shall be subject to adjustment from time to time as follows:



9









 






     (a)
Subdivisions, Combinations and Other Issuances. If the Company shall
at any time prior to the expiration of this Share Warrant (i) subdivide its Shares, by
split-up or otherwise, or combine its Shares, or (ii) issue additional Shares or other
equity securities as a dividend with respect to any of its Shares; the number of
Shares issuable on the exercise of this Share Warrant shall forthwith be
proportionately increased in the case of a subdivision (by stock split, stock dividend
or otherwise), or proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the Exercise Price payable per share, but the
aggregate Exercise Price payable for the total number of Warrant Shares purchasable
under this Share Warrant (as adjusted) shall remain the same. Any adjustment under
this Section 8(a) shall become effective at the close of business on the date the
subdivision or combination becomes effective, or as of the record date of such
dividend, or in the event that no record date is fixed, upon the making of such
dividend.




     (b) Reclassification, Reorganization and Consolidation. In case of
any reclassification, capital reorganization, or change in the Shares of the Company
(other than as a result of a subdivision, combination, or stock dividend provided for
in Section 8(a) above), then, as a condition of such reclassification, reorganization,
or change, lawful provision shall be made, and duly executed documents evidencing the
same from the Company or its successor shall be delivered to the Holder, so that the
Holder shall have the right at any time prior to the expiration of this Share Warrant
to purchase, at a total price equal to that payable upon the exercise of this Share
Warrant (subject to adjustment of the Exercise Price as provided in Section 8), the
kind and amount of shares of stock and other securities and property receivable
in connection with such reclassification, reorganization, or change by a holder of
the same number of Shares as were purchasable by the Holder immediately
prior to such reclassification, reorganization, or change. In any such case
appropriate provisions shall be made with respect to the rights and interest of the
Holder so that the provisions hereof shall thereafter be applicable with respect to
any shares of stock or other securities and property deliverable upon exercise hereof,
and appropriate adjustments shall be made to the purchase price per share payable
hereunder, provided the aggregate Exercise Price shall remain the same.




     (c) Notice of Adjustment. When any adjustment is required to be made in
the number or kind of Shares purchasable upon exercise of this Warrant, or in the
Exercise Price, the Company shall promptly notify the holder of such event and of the
number of Shares or other securities or property thereafter purchasable upon exercise
of this Share Warrant.




     (d) Issuance of New Warrant. Upon the occurrence of any of the events
listed in this Section 8 that results in an adjustment of the type, number or exercise
price of the securities underlying this Share Warrant, the Holder shall have the right
to receive a new warrant reflecting such adjustment upon the Holder tendering this
Share Warrant in exchange. The new warrant shall otherwise have terms identical to
this Share Warrant.



     9. No Impairment. Pursuant to the terms and conditions of this Share Warrant,
Company shall: (i) reserve an appropriate number of Shares to facilitate the issuance of Shares




10









 







to Holder pursuant to this Warrant, (ii) not amend its Articles of Association or take any other
action that would materially impair Company’s ability to comply with the terms of this Share
Warrant, and (iii) provide the Holder with at least ten (10) days prior written notice of the
record date for any proposed dividend or distribution by the Company.




     10. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Share Warrant, but
in lieu of such fractional shares the Company shall make a cash payment therefor on the basis
of the Exercise Price then in effect, unless such cash payment is less than one dollar
($1.00).



     11. No Stockholder Rights. Prior to exercise of this Share Warrant, the Holder
shall not be entitled to any rights of a stockholder with respect to the Shares issuable on
the exercise hereof, including (without limitation) the right to vote such Shares, receive
dividends or other distributions thereon, exercise preemptive rights or be notified of
stockholder meetings, and such holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. However, nothing in this
Section 11 shall limit the right of the Holder to be provided the notices required under this
Warrant.



     12. Successors and Assigns. The terms and provisions of this Warrant shall inure
to the benefit of, and be binding upon, the Company and the Holder and their respective
successors and assigns.



     13. Amendments and Waivers. Any term of this Share Warrant may be amended
and the observance of any term of this Share Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively), with the written consent of
the Company and the Holder. Any waiver or amendment effected in accordance with this Section
13 shall be binding upon each holder of any Shares purchased under this Share Warrant at the
time outstanding (including securities into which such Shares have been converted), each
future holder of all such Shares, and the Company.



     14. Notices. All notices required under this Share Warrant and shall be deemed
to have been given or made for all purposes (i) upon personal delivery, (ii) upon
confirmation receipt that the communication was successfully sent to the applicable number if
sent by facsimile; (iii) one day after being sent, when sent by professional overnight
courier service, or (iv) five days after posting when sent by registered or certified mail.
Notices to the Company shall be sent to the principal office of the Company (or at such other
place as the Company shall notify the Holder hereof in writing). Notices to the Holder shall
be sent to the address of the Holder on the books of the Company (or at such other place as
the Holder shall notify the Company hereof in writing).



     15. Attorneys’ Fees. If any action of law or equity is necessary to enforce or
interpret the terms of this Share Warrant, the prevailing party shall be entitled to its
reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which
it may be entitled.



     16. Captions. The section and subsection headings of this Share Warrant are
inserted for convenience only and shall not constitute a part of this Share Warrant in
construing or interpreting any provision hereof.



11









 





     17. Governing Law. This Warrant shall be governed by the laws of the State of New
York, without regard to the provisions thereof relating to conflict of laws.



     IN WITNESS WHEREOF, CHINA HYDROELECTRIC CORPORATION caused this Warrant to be executed by an
officer thereunto duly authorized.



	 	 	 	 	 
	 	CHINA HYDROELECTRIC CORPORATION

 	 
	 	By:  	/s/ John Kuhns
 	 
	 	 	Name:  	John Kuhns  	 
	 	 	Title:  	President and CEO 	 
	 




12









 





NOTICE OF EXERCISE





			
	To:	 	CHINA HYDROELECTRIC CORPORATION






			
	Attn:	 	Corporate Secretary





     The undersigned hereby elects to:



     Purchase                      Ordinary Shares of CHINA HYDROELECTRIC
CORPORATION, pursuant to the terms of the attached Share Warrant and payment of the Exercise Price
per share required thereunder.



     The undersigned hereby represents and warrants that the undersigned is acquiring such shares
for its own account for investment purposes only, and not for resale or with a view to distribution
of such shares or any part thereof.



	 	 	 	 	 
	 

	 	HOLDER:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 





Name in which shares should be registered:





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Exhibit B to the Unit Warrant




NOTICE OF EXERCISE






			
	To:	 	CHINA HYDROELECTRIC CORPORATION






			
	Attn:	 	Corporate Secretary








     The undersigned hereby elects to purchase                      Units of CHINA HYDROELECTRIC CORPORATION, pursuant to the terms of the attached Unit Warrant and payment of the
aggregate Exercise Price as follows:



     (mark the applicable one)



     [ ] in cash, or by a certified or bank cashier’s check, or by wire transfer as provided
in the Unit Warrant; or



     [ ] by Cashless Exercise as provided in the Unit Warrant.



     The undersigned hereby represents and warrants that the undersigned is acquiring such
securities for its own account for investment purposes only, and not for resale or with a view to
distribution of such securities or any part thereof.



	 	 	 	 	 
	 

	 	HOLDER:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 





Name in which shares should be registered:




14









 








Exhibit C to the Unit Warrant




FORM OF ASSIGNMENT





			
	To:	 	CHINA HYDROELECTRIC CORPORATION






			
	Attn:	 	Corporate Secretary





     The undersigned hereby assigns and transfers this Unit Warrant Certificate to               
      whose social security number or tax identification number is                      and whose record address is    
                                 
    , and irrevocably appoints                      as agent to transfer this Unit Warrant Certificate on the books of
the Company. Such agent may substitute another to act for such agent.



	 	 	 	 	 
	 

	 	HOLDER:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 







15