ex4_6.htm


    Exhibit
4.6

    
       

      WARRANT
AGREEMENT

      


       

      This
Warrant Agreement (the "Warrant
Agreement") is made as of April 29, 2009 by and between China North East Petroleum Holdings Limited, a
Nevada corporation (the "Company"), and Equity
Services, LLC (the "Warrant Holder").

       

      WHEREAS,
the parties have entered into a Consulting Agreement pursuant to which the
Warrant Holder has performed certain investor relations consulting services (the
"Consulting Agreement");

       

      WHEREAS,
pursuant to the Consulting Agreement, the Company has agreed to grant Warrant
Holder a warrant to purchase 50,000 shares of the Company's Common Stock subject
to the terms and conditions hereunder;

       

      NOW,
THEREFORE, in consideration of the mutual covenants and representations set
forth below, the Company and Warrant Holder agree as follows:

       

      1.
 Grant of
Warrant. The Company hereby grants to Warrant Holder a warrant (the
"Warrant") to purchase 50,000 shares of the Company's Common Stock, $0.001 par
value (the "Shares") at an exercise price of $2.65 per Share (the "Exercise
Price").

       

      2. 
Vesting
Schedule: This Warrant shall be deemed fully vested and immediately
exercisable.

       

      3. 
Exercise of
Warrant. This Warrant shall be exercisable during the term hereof by
delivery of an exercise notice in the form attached as Exhibit A (the
"Exercise Notice") which shall state the election to exercise the Warrant, the
number of Shares with respect to which the Warrant is being exercised, and such
other representations and agreements as may be required by the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares. This Warrant shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by the
aggregate Exercise Price. No Shares shall be issued pursuant to the exercise of
a warrant unless such issuance and such exercise complies with applicable laws.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Warrant Holder on the date on which the Warrant is exercised
with respect to such Shares.

       

      4.  Method of Payment.
Payment of the aggregate Exercise Price shall be by any of the following, or a
combination thereof, at the election of the Warrant Holder:

       

      (a)           cash
or check; or

      (b)           such
other consideration as may be approved by the Company's Board.

      


      5.
 Term of Warrant. This
Warrant may be exercised until April 29, 2013.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      6.  Tax Obligations.
Warrant Holder agrees to make appropriate arrangements with the Company for the
satisfaction of all Federal, state, local and foreign income and employment tax
withholding requirements applicable to the Warrant exercise. Warrant Holder
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.

       

      7.   Entire Agreement: Governing
Law. This Warrant Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes in its entirety
all prior undertakings and agreements of the Company and Warrant Holder with
respect to the subject matter hereof, and may not be modified adversely to the
Warrant Holder's interest except by means of a writing signed by the Company and
Warrant Holder. This agreement is governed by the internal substantive laws but
not the choice of law rules of New York.

       

      8.  Adjustments: Dissolution or
Liquidation: Merger or Change in Control.

       

      (a)           Adjustments. In the
event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization. stock split,
reverse stock split, reorganization. merger, consolidation, split-up, spin-off,
combination, repurchase. or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the number, class, and price of the Shares covered by this
Warrant shall automatically be adjusted in order to prevent diminution or
enlargement of the benefits or potential benefits intended to be made available
to Warrant Holder.

       

      (b)           Dissolution or
Liquidation. In the event of the proposed dissolution or liquidation
of the Company, the Board shall notify Warrant Holder as soon as practicable
prior to the effective date of such proposed transaction. To the extent it has
not been previously exercised, this Warrant will terminate immediately prior to
the consummation of such proposed action.

       

      (c)           Merger or Change in
Control. In the event of a merger of the Company with or into another
corporation, or a Change in Control, this Warrant shall be assumed or an
equivalent warrant substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation in a merger or Change in Control refuses to assume or substitute for
the Warrant or Stuck Purchase Right, then the Warrant Holder shall fully have
the right to exercise the Warrant or Stock Purchase Right as to all of the
optioned Stock prior to the consummation of such transaction. For the purposes
of this paragraph, the Warrant shall be considered assumed if, following the
merger or Change in Control, the warrant or right confers the right to purchase
or receive, for each Share of optioned Stock subject to the Warrant immediately
prior to the merger or Change in Control, the consideration (whether stock,
cash, or other securities or property) received in the merger or Change in
Control by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or Change
in Control is not solely common stock of the successor corporation or its
Parent, the Board may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Warrant, for each
Share of optioned Stock subject to the Warrant, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of common stock in the merger or Change in
Control.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      Warrant
Holder has reviewed this Warrant in its entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Warrant and fully
understands all provisions of the Warrant.  Warrant Holder further
agrees to notify the Company upon any change in the residence address indicated
below.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  WARRANT
      HOLDER:

                                	 
      	
                                  CHINA
      NORTH EAST PETROLEUM 

                                  HOLDINGS
      LIMITED

                                
	 
      	 
      	 
      
	 	 	 
	
                                  Signature
      [ILLEGIBLE SIGNATURE]

                                	 
      	
                                  By:
      /s/ Wang Hong Jun

                                
	 	 	Name:
      Wang Hong Jun
	 	 	 
	 	 	 
	
                                  Print
      Name

                                	 
      	
                                  Title:
      Chairman and
    President

                                
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                                  Residence
      Address

                                	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

      


      


      


      


      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

      EXERCISE
NOTICE

      China
North East Petroleum Holdings Limited

      Address:
________________

      Attention:
_______________

      1.           Exercise
of Warrant.  
Effective as of today, _______________ , _______ , the undersigned ("Warrant
Holder") hereby elects to exercise Warrant Holder's warrant to purchase
_________ shares of the  Common Stock (the "Shares") of China
North East Petroleum Holdings Limited (the "Company') under and pursuant to the
Stock Warrant Agreement dated as of April __, 2009 (the "Warrant
Agreement").

      


      2.           Payment of Exercise
Price. Warrant Holder herewith delivers to the Company the full purchase
price of the Shares, as set forth in the Warrant Agreement, and any and all
withholding taxes due in connection with the exercise of the
Warrant.

       

      3.            Representations of Warrant
Holder. Warrant Holder
acknowledges that Warrant Holder has received, read and understood the Warrant
Agreement and agrees to abide by and be bound by its terms and
conditions.

       

      4.            Rights as
Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to the optioned Stock, notwithstanding
the exercise of the Warrant. The Shares shall he issued to the Warrant Holder as
soon as practicable after the Warrant is exercised in accordance with the
Warrant Agreement. No adjustment shall be made for a dividend or other right for
which the record date is prior to the date of issuance.

       

      5.           Tax
Consultation.
Warrant Holder understands that Warrant Holder may suffer adverse tax
consequences as a result of Warrant Holder's purchase or disposition of the
Shares. Warrant Holder represents that Warrant Holder has consulted with any tax
consultants Warrant Holder deems advisable in connection with the purchase or
disposition of the Shares and that Warrant Holder is not relying on the Company
for any tax advice.

       

      6.            Successors and
Assigns. The Company may assign any of its rights under this Exercise
Notice to single or multiple assignees, and this Exercise Notice shall more to
the benefit of the successors and assigns of the Company. This Exercise Notice
shall be binding upon Warrant Holder and his heirs, executors, Boards,
successors and assigns.

       

      7.            Interpretation. Any dispute regarding the
interpretation of this Exercise Notice shall be submitted by Warrant Holder or
by the Company forthwith to the Board which shall review such dispute at its
next regular meeting. The resolution of such a dispute by the Board shall be
final and binding on all parties.

       

      8.           Governing
Law: Severability. This Exercise Notice is governed by the internal
substantive laws but not the choice of law rules, of New York. In the event that
any provision hereof becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Warrant Agreement will continue in
full force and effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9.            Entire Agreement. The
Warrant Agreement is incorporated herein by reference.

      This

      Exercise
Notice, the Warrant Agreement and the Investment Representation Statement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Warrant Holder with respect to the subject matter
hereof, and may not be modified adversely to the Warrant Holder's interest
except by means of a writing signed by the Company and Warrant
Holder.

      


      


      
        
          
            
              	
                      Submitted
      by:

                    	 	
                      Accepted
      by:

                    
	 
      	 	 
      
	
                      WARANT
      HOLDER

                    	 	
                      China
      Northeast Petroleum Holdings Limited

                    
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                      Signature

                    	 	
                      By:

                    
	
                      Print
      Name:

                    	 	
                      Print
      Name:

                    
	
                      Title:

                    	 	
                      Title:

                    
	
                      Address:

                    	 	 
      


            

          

        

      

      


      


      


      


      Date
Received: