exv10w62





Exhibit 10.62


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE
REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.



IN ADDITION, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE,
DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF
SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF SIX (6) MONTHS IMMEDIATELY FOLLOWING THE DATE OF
EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT
NO. 333-                                         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE
WITH FINRA RULE 5110(G)(2).




CHINA HYDROELECTRIC CORPORATION




REPRESENTATIVES’ WARRANT




[          ] American Depository Shares




[          ], 2009




     This REPRESENTATIVES’ WARRANT (this “Warrant”) of China Hydroelectric Corporation, a
corporation duly organized and validly existing under the laws of the State of Delaware (the
“Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [     ], 2009 (the “Underwriting Agreement”), by and among the Company and Broadband Capital Management
LLC, as a representative of the underwriters (the “Representative”) relating to a firm commitment
public offering (the “Offering”) of 3,125,000 American depository shares (“Depository Shares”),
representing 9,375,000 ordinary shares, par value $0.001 per share, of the Company (each an
“Ordinary Share”, and, in the aggregate, the “Ordinary Shares”) underwritten by the Representatives
and the underwriters named in the Underwriting Agreement.



     FOR VALUE RECEIVED, the Company hereby grants to [—] and its permitted successors and
assigns (collectively, the “Holder”) the right to purchase from the Company up to [—] ([—])
Depository Shares, each consisting of three Ordinary Shares (such Depository Shares underlying this
Warrant, the “Warrant Shares”), at a per share purchase price equal to $[-.—] (the “Exercise
Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.













 





     1. Date of Warrant Exercise. This Warrant shall become exercisable on the date that
is six (6) months from the Base Date (the “Exercise Date”). As used in this Warrant, the term
“Base Date” shall mean [—], 2009. Except as otherwise provided for herein or as permitted by
applicable rules of the Financial Industry Regulatory Authority, Inc., this Warrant shall not be
sold, transferred, assigned, pledged or hypothecated prior to the Exercise Date.



     2. Expiration of Warrant. This Warrant shall expire on the five (5) year anniversary
of the Base Date (the “Expiration Date”).



     3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of
this Section 3.



          3.1 Manner of Exercise.




          (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and
on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or
in part (but not as to fractional shares) with respect to any portion of this Warrant, during the
Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which
commercial banking institutions in New York, New York are authorized by law to be closed (a
“Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to
Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as
Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder,
together with the payment of the aggregate Exercise Price for the number of Warrant Shares
purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel
this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant
document in accordance with Section 3.3




          (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be
accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in
immediately available funds for the number of Warrant Shares being purchased by the Holder upon
such exercise.




          (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in
the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election
of the Holder:




               (i) in the form of Depository Shares owned by the Holder (based on the Fair Market Value (as
defined below) of such Depository Shares on the date of exercise);



               (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise
to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of
exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder;
or



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               (iii) by a combination of the foregoing, provided that the combined value of all cash and the
Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate
Exercise Price for the number of Warrant Shares being purchased by the Holder.



          For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular
date, the average closing price of the Depository Shares for the five (5) trading days immediately
preceding the applicable exercise herein as officially reported by the principal securities
exchange on which the Depository Shares are then listed or admitted to trading, or, if the
Depository Shares are not listed or admitted to trading on any securities exchange as determined in
good faith by resolution of the Board of Directors of the Company, based on the best information
available to it.




          For purposes of illustration of a cashless exercise of this Warrant under Section 3.1(c)(ii)
(or for a portion thereof for which cashless exercise treatment is requested as contemplated by
Section 3.1(c)(iii) hereof), the calculation of such exercise shall be as follows:




          X = Y (A-B)/A




          where:




          X = the number of Warrant Shares to be issued to the Holder
(rounded to the nearest whole share).




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




          A = the Fair Market Value of a Depository Share.




          B = the Exercise Price.




          (d) For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood,
and acknowledged that the Depository Shares issuable upon exercise of this Warrant in a cashless
exercise transaction as described in Section 3.1(c) above shall be deemed to have been acquired at
the time this Warrant was issued. Moreover, it is intended, understood, and acknowledged that the
holding period for the Depository Shares issuable upon exercise of this Warrant in a cashless
exercise transaction as described in Section 3.1(c) above shall be deemed to have commenced on the
date this Warrant was issued.




          3.2 When Exercise Effective. Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on the Business Day on which this Warrant
shall have been duly surrendered to the Company as provided in Sections 3.1 and 12 hereof, and, at
such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be
issuable upon exercise as provided in Section 3.3 hereof shall be deemed to have become the holder
or holders of record thereof of the number of Warrant Shares purchased upon exercise of this
Warrant.




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          3.3 Delivery of Depository Share Certificates and New Warrant. As soon as reasonably
practicable after each exercise of this Warrant, in whole or in part, and in any event within five
(5) Business Days thereafter, 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 Holder hereof
or, subject to Sections 9 and 10 hereof, as the Holder (upon payment by the Holder of any
applicable transfer taxes) may direct:




          (a) a certificate or certificates (with appropriate restrictive legends, as applicable) for
the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which
the Holder shall be entitled upon exercise; and




          (b) in case exercise is in part only, a new Warrant document of like tenor, dated the date
hereof, for the remaining number of Warrant Shares issuable upon exercise of this Warrant after
giving effect to the partial exercise of this Warrant (including the delivery of any Warrant Shares
as payment of the Exercise Price for such partial exercise of this Warrant).




     4. Certain Adjustments. For so long as this Warrant is outstanding:



          4.1 Mergers or Consolidations. If at any time after the date hereof there shall be a
capital reorganization (other than a combination or subdivision of Ordinary Shares otherwise
provided for herein) resulting in a reclassification to or change in the terms of securities
issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the
Company with another corporation, association, partnership, organization, business, individual,
government or political subdivision thereof or a governmental agency (a “Person” or the “Persons”)
(other than a merger with another Person in which the Company is a continuing corporation and which
does not result in any reclassification or change in the terms of securities issuable upon exercise
of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the
Company) (a “Merger”), then, as a part of such Reorganization or Merger, lawful provision and
adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise
of this Warrant, the number of shares of stock or any other equity or debt securities or property
receivable upon such Reorganization or Merger by a holder of the number of underlying Ordinary
Shares which might have been purchased upon exercise of this Warrant immediately prior to such
Reorganization or Merger. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Warrant with respect to the rights and interests of the
Holder after the Reorganization or Merger to the end that the provisions of this Warrant (including
adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be
applicable after that event, as near as reasonably may be, in relation to any shares of stock,
securities, property or other assets thereafter deliverable upon exercise of this Warrant. The
provisions of this Section 4.1 shall similarly apply to successive Reorganizations and/or Mergers.




          4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time
or from time to time effectuate a split or subdivision of the outstanding Ordinary Shares or pay a
dividend in or make a distribution payable in additional Ordinary Shares or Ordinary Share
Equivalents without payment of any consideration by such holder for the additional




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Ordinary Shares or Ordinary Share Equivalents (including the additional Ordinary Shares
issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date
of such distribution, split or subdivision if no record date is fixed), the per share Exercise
Price shall be appropriately decreased and the number of Warrant Shares shall be appropriately
increased in proportion to such increase (or potential increase) of outstanding shares; provided,
however, that no adjustment shall be made in the event the split, subdivision, dividend or
distribution is not effectuated.




          4.3 Combination of Shares. If the number of Ordinary Shares outstanding at any time
after the date hereof is decreased by a combination of the outstanding Ordinary Shares, the per
share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares
shall be appropriately decreased in proportion to such decrease in outstanding shares.




          4.4 Adjustments for Other Distributions. In the event the Company shall declare a
distribution payable in securities of other Persons, evidences of indebtedness issued by the
Company or other Persons, assets (excluding cash dividends or distributions to the holders of
Ordinary Shares paid out of current or retained earnings and declared by the Company’s board of
directors) or options or rights not referred to in Sections 4.1, 4.2 or 4.3, then, in each such
case for the purpose of this Section 4.54 upon exercise of this Warrant, the Holder shall be
entitled to a proportionate share of any such distribution as though the Holder was the actual
record holder of the number of Warrant Shares as of the record date fixed for the determination of
the holders of Ordinary Shares of the Company entitled to receive such distribution.




     5. No Impairment. The Company will not, by amendment of its articles of incorporation
or by-laws or through any consolidation, merger, reorganization, transfer of assets, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all of the terms and in the taking of all actions necessary or appropriate in order
to protect the rights of the Holder against impairment.



     6. Chief Financial Officer’s Report as to Adjustments. With respect to each
adjustment pursuant to Section 4 of this Warrant, the Company, at its expense, will promptly
compute the adjustment or re-adjustment in accordance with the terms of this Warrant and cause its
Chief Financial Officer to certify the computation (other than any computation of the fair value of
property of the Company, as the case may be) and prepare a report setting forth, in reasonable
detail, the event requiring the adjustment or re-adjustment and the amount of such adjustment or
re-adjustment, the method of calculation thereof and the facts upon which the adjustment or
re-adjustment is based, and the Exercise Price and the number of Warrant Shares or other securities
purchasable hereunder after giving effect to such adjustment or re-adjustment, which report shall
be mailed by first class mail, postage prepaid to the Holder. The Company will also keep copies of
all reports at its office maintained pursuant to Section 10.2(a) hereof and will cause them to be
available for inspection at the office during normal business hours upon reasonable notice by the
Holder or any prospective purchaser of the Warrant designated by the Holder thereof.



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     7. Reservation of Shares. The Company shall, solely for the purpose of effecting the
exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available
out of its authorized Ordinary Shares, free from all taxes, liens and charges with respect to the
issue thereof and not subject to preemptive rights or other similar rights of shareholders of the
Company, such number of its Ordinary Shares as shall from time to time be sufficient to effect in
full the exercise of this Warrant. If at any time the number of authorized but unissued Ordinary
Shares shall not be sufficient to effect in full the exercise of this Warrant, in addition to such
other remedies as shall be available to Holder, the Company will promptly take such corporate
action as may, in the opinion of its counsel, be necessary to increase the number of authorized but
unissued Ordinary Shares to such number of shares as shall be sufficient for such purposes,
including without limitation, using its Reasonable Best Efforts (as defined in Section 14 hereof)
to obtain the requisite shareholder approval necessary to increase the number of authorized
Ordinary Shares. The Company hereby represents and warrants that all Ordinary Shares underlying
Depository Shares issuable upon exercise of this Warrant shall be duly authorized and, when issued
and paid for upon exercise, shall be validly issued, fully paid and nonassessable.



     8. Registration and Listing.



          8.1 Definition of Registrable Securities; Majority. As used herein, the term
“Registrable Securities” means any Depository Shares issuable upon the exercise of this Warrant,
until the date (if any) on which such shares shall have been transferred or exchanged and new
certificates for them not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent disposition of them shall not require registration or qualification
of them under the Securities Act or any similar state law then in force. For purposes of this
Warrant, the term “Majority”, in reference to the holders of Registrable Securities, shall mean in
excess of fifty percent (50%) of the then outstanding Warrant Shares (assuming the exercise of the
entire Warrant) that: (i) are not held by the Company, an affiliate, officer, creditor, employee or
agent thereof or any of their respective affiliates, members of their family, Persons acting as
nominees or in conjunction therewith and (ii) have not be resold to the public pursuant to a
registration statement filed under the Securities Act.




          8.2 Incidental Registration Rights.




          (a) If the Company, at any time on or after the Exercise Date and on or before the five (5)
year anniversary of the Base Date, proposes to register any of its securities under the Securities
Act (other than in connection with a registration on Form S-4 or S-8 or any successor forms)
whether for its own account or for the account of any holder or holders of its shares other than
Registrable Securities (any shares of such holder or holders (but not those of the Company and not
Registrable Securities) with respect to any registration are referred to herein as, “Other
Shares”), the Company shall each such time give prompt (but not less than thirty (30) days prior to
the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of
its intention to do so. Upon the written request of any such holder of Registrable Securities made
within ten (10) days after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by such holder), except as set forth in Section
8.2(b), the Company will use its Reasonable Best Efforts to effect the registration under the




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Securities Act of all of the Registrable Securities which the Company has been so requested to
register by such holder, to the extent requisite to permit the disposition of the Registrable
Securities so to be registered, by inclusion of such Registrable Securities in the registration
statement which covers the securities which the Company proposes to register; provided, however,
that if, at any time after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason in its sole discretion either to not
register, to delay or to withdraw registration of such securities, the Company may, at its
election, give written notice of such determination to such holder and, thereupon: (i) in the case
of a determination not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith), (ii) in the case of a determination to delay
registration, shall be permitted to delay registering any Registrable Securities for the same
period as the delay in registering such other securities (including the Other Shares), and (iii) in
the case of a determination to withdraw registration, shall be permitted to withdraw registration.
The Company will pay all Registration Expenses in connection with each registration of Registrable
Securities pursuant to this Section 8.2.




          (b) If the Company at any time proposes to register any of its securities under the Securities
Act as contemplated by this Section 8.2 and such securities are to be distributed by or through one
or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its
Reasonable Best Efforts to arrange for such underwriters to include all the Registrable Securities
to be offered and sold by such holder among the securities to be distributed by such underwriters,
provided that if the managing underwriter of such underwritten offering shall inform the Company by
letter of its belief that inclusion in such distribution of all or a specified number of such
securities proposed to be distributed by such underwriters would interfere with the successful
marketing of the securities being distributed by such underwriters (such letter to state the basis
of such belief and the approximate number of such Registrable Securities, such Other Shares and
shares held by the Company proposed so to be registered which may be distributed without such
effect), then the Company may, upon written notice to such holder, the other holders of Registrable
Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of
Depository Shares desired to be included in such registration (if and to the extent stated by such
managing underwriter to be necessary to eliminate such effect) the number of such Registrable
Securities and Other Shares the registration of which shall have been requested by each holder
thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so
included in such registration, together with the number of securities to be included in such
registration for the account of the Company, shall be equal to the number of shares stated in such
managing underwriter’s letter.




          8.3 Registration Procedures. Whenever the holders of Registrable Securities have
properly requested that any Registrable Securities be registered pursuant to the terms of this
Warrant, the Company shall use its Reasonable Best Efforts to effect the registration and the sale
of such Registrable Securities in accordance with the intended method of disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible:




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          (a) prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use its Reasonable Best Efforts to cause such registration statement to become
effective;




          (b) notify such holders of the effectiveness of each registration statement filed hereunder
and prepare and file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to (i) keep such registration
statement effective and the prospectus included therein usable for a period commencing on the date
that such registration statement is initially declared effective by the SEC and ending on the date
when all Registrable Securities covered by such registration statement have been sold pursuant to
the registration statement or cease to be Registrable Securities, and (ii) comply with the
provisions of the Securities Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended methods of disposition by
the sellers thereof set forth in such registration statement;




          (c) furnish to such holders such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration statement (including
each preliminary prospectus) and such other documents as such seller may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such holders;




          (d) use its Reasonable Best Efforts to register or qualify such Registrable Securities under
such other securities or blue sky laws of such jurisdictions as such holders reasonably request and
do any and all other acts and things which may be reasonably necessary or advisable to enable such
holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such holders; provided, however, that the Company shall not be required to: (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify but for this
subparagraph; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent to general
service of process in any such jurisdiction;




          (e) notify such holders, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement of a material fact
or omits any material fact necessary to make the statements therein, in light of the circumstances
in which they are made, not materially misleading, and, at the reasonable request of such holders,
the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances in which they are made, not materially
misleading;




          (f) provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such registration statement;




          (g) make available for inspection by any underwriter participating in any disposition pursuant
to such registration statement, and any attorney, accountant or other agent retained by any such
underwriter, all financial and other records, pertinent corporate documents




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and properties of the Company, and cause the Company’s officers, directors, managers,
employees and independent accountants to supply all information reasonably requested by any such
underwriter, attorney, accountant or agent in connection with such registration statement;




          (h) otherwise use its Reasonable Best Efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement of the Company, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and, at the option of the Company, Rule 158
thereunder;




          (i) in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related prospectus
or suspending the qualification of any Registrable Securities included in such registration
statement for sale in any jurisdiction, the Company shall use its Reasonable Best Efforts promptly
to obtain the withdrawal of such order;




          (j) use its Reasonable Best Efforts to cause any Registrable Securities covered by such
registration statement to be registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the sellers thereof to consummate the disposition of such
Registrable Securities; and




          (k) if the offering is underwritten, use its Reasonable Best Efforts to furnish on the date
that Registrable Securities are delivered to the underwriters for sale pursuant to such
registration, an opinion dated such date of counsel representing the Company for the purposes of
such registration, addressed to the underwriters covering such issues as are reasonably required by
such underwriters.




          8.4 Listing. The Company shall secure the listing of the Depository Shares underlying
this Warrant upon each national securities exchange or automated quotation system upon which
Depository Shares are then listed or quoted (subject to official notice of issuance) and shall
maintain such listing of Depository Shares. The Company shall at all times comply in all material
respects with the Company’s reporting, filing and other obligations under the by-laws or rules of
the New York Stock Exchange (or such other national securities exchange or market on which the
Depository Shares may then be listed, as applicable).




          8.5 Expenses. The Company shall pay all Registration Expenses relating to the
registration and listing obligations set forth in this Section 8. For purposes of this Warrant,
the term “Registration Expenses” means: (a) all registration, filing and FINRA (as defined below)
fees, (b) all reasonable fees and expenses of complying with securities or blue sky laws, (c) all
word processing, duplicating and printing expenses, (d) the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses of any special audits
or “cold comfort” letters required by or incident to such performance and compliance, (e) premiums
and other costs of policies of insurance (if any) against liabilities arising out of the public
offering of the Registrable Securities being registered if the Company desires such insurance, if
any, and (f) fees and disbursements of one counsel for the selling holders of Registrable
Securities; provided however, that, in any case where Registration




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Expenses are not to be borne by the Company, such expenses shall not include (and such
expenses shall be borne by the Company): (i) salaries of Company personnel or general overhead
expenses of the Company, (ii) auditing fees, (iii) premiums or other expenses relating to liability
insurance required by underwriters of the Company, or (iv) other expenses for the preparation of
financial statements or other data, to the extent that any of the foregoing either is normally
prepared by the Company in the ordinary course of its business or would have been incurred by the
Company had no public offering taken place. Registration Expenses shall not include any
underwriting discounts and commissions which may be incurred in the sale of any Registrable
Securities and transfer taxes of the selling holders of Registrable Securities.




          8.6 Information Provided by Holders. Any holder of Registrable Securities included in
any registration shall furnish to the Company such information as the Company may reasonably
request in writing to enable the Company to comply with the provisions hereof in connection with
any registration referred to in this Warrant.




          8.7 FINRA Cobradesk Filings. In the event that a registration statement covering the
Registrable Securities is filed, within one (1) Business Day of the filing of such registration
statement, the Company will prepare and file the selling stockholder resale offering described in
such registration statement for review by the Financial Industry Regulatory Authority (“FINRA”) via
the FINRA’s CobraDesk filing system (“CobraDesk Filing”) for the purpose of having the prospectus
contained within such registration statement treated as a “base prospectus” in connection with such
resale offering. The Company will use its Reasonable Best Efforts to have the CobraDesk Filing
approved by FINRA within thirty (30) days of such filing date. The Company shall bear all expenses
of the CobraDesk Filing, including fees and expenses of counsel or other advisors to the Holder.
In all circumstances, the Company shall pay for all FINRA filing fees associated with the CobraDesk
Filing.




          8.8 Effectiveness Period. The Company shall use its Reasonable Best Efforts to keep
each registration statement contemplated hereunder continuously effective under the Securities Act
until the date which is the earlier date of when (i) all Registrable Securities covered by such
Registration Statement have been sold or (ii) all Registrable Securities covered by such
Registration Statement may be sold immediately without registration under the Securities Act and
without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by the
counsel to the Company pursuant to a written opinion letter to such effect, addressed and
reasonably acceptable to the Company’s transfer agent and the affected holders of Registrable
Securities.




          8.9 Net Cash Settlement. Notwithstanding anything herein to the contrary, in no event
will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu
of physical settlement in Depository Shares, regardless of whether the Depository Shares underlying
this Warrant are registered pursuant to an effective registration statement; provided, however,
that the foregoing will not preclude the Holder from seeking other remedies at law or equity for
breaches by the Company of its registration obligations hereunder.




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          9. Restrictions on Transfer.




          9.1 Restrictive Legends. This Warrant and each Warrant issued upon transfer or in
substitution for this Warrant pursuant to Section 10 hereof, each certificate for Depository Shares
issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such
Depository Shares shall be transferable only upon satisfaction of the conditions specified in this
Section 9. Each of the foregoing securities shall be stamped or otherwise imprinted with a legend
reflecting the restrictions on transfer set forth herein and any restrictions required under the
Securities Act or other applicable securities laws.




          9.2 Notice of Proposed Transfer. Prior to any transfer of any securities which are
not registered under an effective registration statement under the Securities Act (“Restricted
Securities”), which transfer may only occur if there is an exemption from the registration
provisions of the Securities Act and all other applicable securities laws, the Holder will give
written notice to the Company of the Holder’s intention to effect a transfer (and shall describe
the manner and circumstances of the proposed transfer). The following provisions shall apply to any
proposed transfer of Restricted Securities:




               (i) If in the opinion of counsel for the Holder reasonably satisfactory to the Company the
proposed transfer may be effected without registration of the Restricted Securities under the
Securities Act (which opinion shall state in detail the basis of the legal conclusions reached
therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in
accordance with the terms of the notice delivered by the Holder to the Company. Each certificate
representing the Restricted Securities issued upon or in connection with any transfer shall bear
the restrictive legends required by Section 9.1 hereof.



               (ii) If the opinion called for in (i) above is not delivered, the Holder shall not be entitled
to transfer the Restricted Securities until either: (x) receipt by the Company of a further notice
from such Holder pursuant to the foregoing provisions of this Section 9.2 and fulfillment of the
provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered
under the Securities Act.



          9.3 Certain Other Transfer Restrictions. Notwithstanding any other provision of this
Section 9: (i) prior to the Exercise Date, this Warrant or the Restricted Securities thereunder may
only be transferred or assigned to the persons permitted under FINRA Rule 5110(g), and (ii) no
opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof
to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be
subject to the terms hereof to the same extent as if the transferee were the original purchaser
hereof and such transfer is permitted under applicable securities laws.




          9.4 Termination of Restrictions. Except as set forth in Section 9.3 hereof, the
restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall
cease and terminate as to any particular Restricted Securities: (a) which shall have been
effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for
the holder thereof and counsel for the Company, such restrictions are no longer required in order
to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions
shall cease




11









 







and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive
from the Company, without expense (other than applicable transfer taxes, if any), new securities of
like tenor not bearing the applicable legends required by Section 9.1 hereof.




     10. Ownership, Transfer, Sale and Substitution of Warrant.



          10.1 Ownership of Warrant. The Company may treat any Person in whose name this
Warrant is registered in the Warrant Register maintained pursuant to Section 10.2(b) hereof as the
owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that,
if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated
to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any
notice to the contrary. Subject to Sections 9 and 10 hereof, this Warrant, if properly assigned,
may be exercised by a new holder without a new Warrant first having been issued.




          10.2 Office; Exchange of Warrant.




          (a) The Company will maintain its principal office at the location identified in the
prospectus relating to the Offering or at such other offices as set forth in the Company’s most
current filing (as of the date notice is to be given) under the Exchange Act or as the Company
otherwise notifies the Holder.




          (b) The Company shall cause to be kept at its office maintained pursuant to Section 10.2(a)
hereof a Warrant Register for the registration and transfer of the Warrant. The name and address
of the holder of the Warrant, the transfers thereof and the name and address of the transferee of
the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant
shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes
of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.




          (c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for
exchange at the office of the Company maintained pursuant to Section 10.2(a) hereof, the Company at
its expense will (subject to compliance with Section 9 hereof, if applicable) execute and deliver
to or upon the order of the Holder thereof a new Warrant of like tenor, in the name of such holder
or as such holder (upon payment by such holder of any applicable transfer taxes) may direct,
calling in the aggregate on the face thereof for the number of Depository Shares called for on the
face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number
of Warrant Shares).




          10.3 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 any such
loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to
the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant
for cancellation at the office of the Company maintained pursuant to Section 10.2(a) hereof, the
Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and
dated the date hereof.




12









 








          10.4 Opinions. In connection with the sale of the Warrant Shares by Holder, the
Company agrees to cooperate with the Holder, and at the Company’s expense, have its counsel provide
any legal opinions required to remove the restrictive legends from the Warrant Shares in connection
with a sale, transfer or legend removal request of Holder.




     11. No Rights or Liabilities as Stockholder. No Holder shall be entitled to vote or
receive dividends or be deemed the holder of any Ordinary Shares or any other securities of the
Company which may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of
par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to
receive dividends or subscription rights or otherwise until the Warrant shall have been exercised
and the Depository Shares purchasable upon the exercise hereof shall have become deliverable, as
provided herein. The Holder will not be entitled to share in the assets of the Company in the
event of a liquidation, dissolution or the winding up of the Company.



     12. Notices. Any notice or other communication in connection with this Warrant shall
be given in writing and directed to the parties hereto as follows: (a) if to the Holder, c/o
[—name and fax and/or email address] or (b) if to the Company, to the attention of its Chief
Executive Officer at its office maintained pursuant to Section 10.2(a) hereof; provided, that the
exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices
shall be deemed properly delivered and received when delivered to the notice party (i) if
personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon
mechanical confirmation of successful transmission thereof generated by the sending telecopy
machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on
the first Business Day after deposit with such courier service, or (iv) if sent by registered or
certified mail, five (5) Business Days after deposit thereof in the U.S. mail.



     13. Payment of Taxes. The Company will pay all documentary stamp taxes attributable
to the issuance of Depository Shares underlying this Warrant upon exercise of this Warrant;
provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the transfer or registration of this Warrant or any certificate
for Depository Shares underlying this Warrant in a name other that of the Holder. The Holder is
responsible for all other tax liability that may arise as a result of holding or transferring this
Warrant or receiving the Depository Shares underlying this Warrant upon exercise hereof.



     14. 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 the 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. The
section headings in this Warrant are for purposes of convenience only and shall not constitute a
part hereof. When used herein, the term “Reasonable Best Efforts” means, with



13









 







respect to the applicable obligation of the Company, reasonable best efforts for similarly
situated, publicly-traded companies.



[Signature Page Follows]




14









 








     IN WITNESS WHEREOF, the Company has caused this Underwriters’ Warrant to be duly executed as
of the date first above written.



	 	 	 	 	 
	 	CHINA HYDROELECTRIC CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



15









 




	 	 	 	 	 



EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]


To CHINA HYDROELECTRIC CORPORATION:


          The undersigned registered holder of the within Warrant hereby irrevocably exercises the
Warrant pursuant to Section 3.1 of the Warrant with respect to                                          Warrant
Shares, at an exercise price per share of $[          ], and requests that the certificates
for such Warrant Shares be issued, subject to Sections 9 and 10, in the name of, and delivered to:



 





 





 





 




          The undersigned is hereby making payment for the Warrant Shares in the following manner:
[check one]


          o
by cash in accordance with Section 3.1(b) of the Warrant


          o
via cashless exercise in accordance with Section 3.1(c) of the Warrant in the following manner:


 




 


 




 


 




          The undersigned hereby represents and warrants that it is, and has been since its acquisition
of the Warrant, the record and beneficial owner of the Warrant.


Dated:                                         



	 	 	 	 	 
	 
	 
	 	 

Print or Type Name	 	 
	 
	 	 	 	 
	 
	 	 
	 	 
	 	 	(Signature must conform in all respects to name of holder as specified on the face of Warrant)
	 
	 	 	 	 
	 
	 	 

(Street Address)	 	 
	 
	 	 	 	 
	 
	 	 

(City)          (State)          (Zip Code)	 	 














 




EXHIBIT B

FORM OF ASSIGNMENT

[To be executed only upon transfer of Warrant]


          For value received, the undersigned registered holder of the within Warrant hereby sells,
assigns and transfers unto                                          [include name and addresses] the rights
represented by the Warrant to purchase                      Depository Shares of CHINA HYDROELECTRIC
CORPORATION to which the Warrant relates, and appoints                                          Attorney to make such
transfer on the books of CHINA HYDROELECTRIC CORPORATION maintained for the purpose, with full
power of substitution in the premises.



	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

(Signature must conform in all respects
to name of holder as specified on the
face of Warrant)
	 	 
	 
	 	 	 	 	 	 
	 
	 
	 	 	 	 

(Street Address)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

(City) (State) (Zip Code)
	 	 
	 
	 	 	 	 	 	 
	 	 	Signed in the presence of:	 	 
	 
	 
	 	 	 	 

(Signature of Transferee)	 	 
	 
	 	 	 	 	 	 
	 
	 
	 	 	 	 

(Street Address)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

(City)     (State)     (Zip Code)
	 	 
	 	 	Signed in the presence of: