ex4_5.htm


    Exhibit
4.5

    
       

      WARRANT
AGREEMENT

       

       

      This
Warrant Agreement (the
“Warrant Agreement”) is made as of February 28, 2008 by and between China North East Petroleum, Inc.
, a Delaware corporation (the “Company”), and Crone Rozynko LLP (the
“Warrant Holder”).

       

      WHEREAS,
the parties have entered into an agreement where the Warrant Holder will provide
legal services at rates lower than its standard billing rate (the “Engagement
Agreement”);

       

      WHEREAS,
pursuant to the Engagement Agreement, the Company has agreed to grant Warrant
Holder a warrant to purchase 100,000 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
100,000 shares of the Company’s Common Stock, $.001 par value (the “Shares”) at
an exercise price of $2.15 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 or instructions with respect to a cashless exercise,
as the case may be.  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 or instructions with respect to a cashless exercise, as
the case may be.  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;

       

      (b) cashless
exercise whereby Warrant Holder (or any other person or persons exercising the
Warrant) shall concurrently provide irrevocable instructions (A) to Warrant
Holder’s broker or dealer to effect the immediate sale of the purchased Shares
and remit to the Company, out of the sale proceeds available on the settlement
date, sufficient funds to cover the exercise price of the Warrant plus all
applicable taxes required to be withheld by the Company by reason of such
exercise, and (B) to the Company to deliver the certificates for the purchased
Shares directly to such broker or dealer in order to complete the sale;
or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c) such
other consideration as may be approved by the Company’s Board.

       

      5. Term of Warrant. This
Warrant may be exercised until January 1, 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 California.

       

      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 Stock 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.

       

      
        
          
          

        

        
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      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, INC.

                        
	 	 	 
	
                          /s/Mark Crone

                        	 
      	
                          /s/ Wang Hongjun

                        
	
                          Signature

                        	 
      	
                          By

                        
	 	 	 
	
                          Mark Crone

                        	 
      	
                          Chairman of the Board and
      President

                        
	
                          Print
      Name

                        	 
      	
                          Title

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	Residence
      Address	 	 


                

              

            

          

        

      

      


       

      


      
        
          
          

        

        
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      (i)  EXHIBIT
A

       

      (1)       EXERCISE
NOTICE

      


      China
North East Petroleum, Inc.

      


      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, Inc. (the “Company”) under
and pursuant to the Stock Warrant Agreement dated as of February __, 2008 (the
“Warrant Agreement”).

       

      2.      
Payment of Exercise
Price.  (Check the Appropriate Box)

       

      
        	
                 ̈  

              	
                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.

              


      

       

      
        	
                 ̈  

              	
                Warrant
      Holder (1) has provide irrevocable instructions to
      _________________________, Warrant Holder’s broker or dealer (a copy of
      which is attached hereto as Schedule A) to
      effect the immediate sale of the purchased Shares and remit to the
      Company, out of the sale proceeds available on the settlement date,
      sufficient funds to cover the exercise price of the Warrant plus all
      applicable taxes required to be withheld by the Company by reason of such
      exercise, and (2) hereby instructs the Company to deliver the certificates
      for the purchased Shares directly to such broker or dealer in order to
      complete the sale.

              


      

       

      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 be
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
inure 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 California.  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:
	 	 	 
	 	 	 
	
                                                WARRANT
      HOLDER

                                              	 
      	
                                                China
      North East Petroleum, Inc.

                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                Signature

                                              	 
      	
                                                By

                                              
	 
      	 
      	 
      
	 	 	 
	
                                                Print
      Name

                                              	 
      	
                                                Title

                                              
	 	 	 
	
                                                Address:

                                              	 
      	
                                                Address:

                                              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                Date
      Received

                                              	 
      	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
 

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