exhibit4_2.htm


    Exhibit
4.2

     

     

    
      NEITHER
THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SHARES OF COMMON STOCK TO
BE ISSUED ON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,  AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER THE WARRANT NOR THE SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT, OR (2) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES LAWS AND THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY AS TO SUCH EXEMPTION.

      


      


      ---------------------------------------

      
        	 
      
	
                 SKYPEOPLE FRUIT JUICE,
      INC.

              
	
                 COMMON STOCK PURCHASE
      WARRANT

              


      

       

      
        	
                 Number
      of Shares: 970,588

              
	
                 Original
      Issue Date: June 2, 2009

              
	
                 Expiration
      Date: February 24, 2013

              
	
                Exercise
      Price per Share: (a) $1.70, if exercised prior to the later of (i) 120
      days after the Original Issue Date or (ii) 30 days after the Securities
      and Exchange Commission declares effective a registration statement
      covering the resale of the Warrant Shares (such later date, the “Initial
      Exercise Deadline”), and (b) $3.00, if exercised after the Initial
      Exercise Deadline

              


      

       

      SKYPEOPLE FRUIT JUICE, INC., a
Florida corporation (the “Company”),
hereby certifies that, for value received, Barron Partners LP, or
registered assigns (the “Warrant
Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company up to Nine Hundred Seventy Thousand Five Hundred Eighty-Eight
(970,588) shares (as adjusted from time to time as provided in Section 7 of this
Warrant, the “Warrant
Shares”) of common stock, $0.001par value (the “Common
Stock”), of the Company at a price per share of : (a) $1.70, if this
Warrant is exercised prior to the later of (i) 120 days after the Original Issue
Date or (ii) 30 days after the Securities and Exchange Commission declares
effective a registration statement covering the resale of the Warrant Shares
(such later date, the Initial
Exercise Deadline”), and (b) $3.00, if exercised after the Initial
Exercise Deadline. Each of the foregoing exercise prices (the “Exercise
Price”) shall be adjusted from time to time as provided in Section 7.
This Warrant may be exercised at any time and from time to time from the date
hereof and through and including 5:00 p.m. New York City time on February 24,
2013 (the “Expiration
Date”), subject to the following additional terms and
conditions:

       

      1. Registration
of Warrant. The
Company shall register this Warrant upon records to be maintained by the Company
for that purpose (the “Warrant
Register”), in the name of the record Warrant Holder hereof from time to
time. The Company may deem and treat the registered Warrant Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Warrant Holder, and for all other purposes, and the
Company shall not be affected by notice to the contrary.


      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      

       

      2. Investment
Representation.
The Warrant Holder, by accepting this Warrant, represents that the Warrant
Holder is acquiring this Warrant for its own account or the account of an
affiliate (that is an “accredited investor,” as defined under Regulation D
promulgated under the 1933 Act (an “Accredited Investor”),
which has been identified to and approved by the Company (such approval not to
be unreasonably withheld or delayed)) for investment purposes and not with the
view to any offering or distribution and that the Warrant Holder will not sell
or otherwise dispose of this Warrant or the underlying shares (the “Warrant
Shares”) in violation of applicable securities laws. The Warrant Holder
acknowledges that the certificates representing any Warrant Shares will bear a
legend indicating that they have not been registered under the 1933 Act, and may
not be sold by the Warrant Holder except pursuant to an effective registration
statement or pursuant to an exemption from registration requirements of the 1933
Act and in accordance with federal and state securities laws. If this Warrant
was acquired by the Warrant Holder pursuant to the exemption from the
registration requirements of the 1933 Act afforded by Regulation S thereunder,
the Warrant Holder acknowledges and covenants that this Warrant may not be
exercised by or on behalf of a Person (as defined below) during the one year
distribution compliance period (as defined in Regulation S) following the date
hereof. “Person” means an individual,
partnership, firm, limited liability company, trust, joint venture, association,
corporation, or any other legal entity.

       

      3. Validity
of Warrant and Issue of Shares. The Company represents and
warrants that this Warrant has been duly authorized and validly issued and
warrants and agrees that all of the Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, when issued upon such
exercise, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof other
than those incurred by the Warrant Holder. The Company further warrants and
agrees that during the Exercise Period, the Company will at all times have
authorized and reserved a sufficient number of Common Stock to provide for the
exercise of the rights represented by this Warrant.

       

      4. Registration
of Transfers and Exchange of Warrants.

       

      a. Subject
to compliance with the federal and state securities laws, the Company shall
register the transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company at the office specified in or pursuant to
Section 13. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
“New
Warrant”), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Warrant Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance of such transferee of all of the rights and
obligations of a Warrant Holder of a Warrant.

       

      b. This
Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the
office of the Company specified in or pursuant to Section 9 for one or more New
Warrants, evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder. Any such New Warrant will
be dated the date of such exchange.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

       

      5.           Exercise
of Warrants.

       

      a. Upon
surrender of this Warrant with the Form of Election to Purchase attached hereto
duly completed and signed to the Company, at its address set forth in Section
13, and upon payment and delivery of the Exercise Price per Warrant Share
multiplied by the number of Warrant Shares that the Warrant Holder intends to
purchase hereunder, in lawful money of the United States of America, by wire
transfer or by certified or official bank check or checks, to the Company, all
as specified by the Warrant Holder in the Form of Election to Purchase, the
Company shall promptly (but in no event later than 7 business days after the
Date of Exercise (as defined herein)) issue or cause to be issued and cause to
be delivered to or upon the written order of the Warrant Holder and in such name
or names as the Warrant Holder may designate (subject to the restrictions on
transfer described in the legend set forth on the face of this Warrant), a
certificate for the Warrant Shares issuable upon such exercise, with such
restrictive legend as required by the 1933 Act. Any Person so designated by the
Warrant Holder to receive Warrant Shares shall be deemed to have become holder
of record of such Warrant Shares as of the Date of Exercise of this
Warrant.

       

      b. A
“Date of Exercise” means the date on which the Company shall have received (i)
this Warrant (or any New Warrant, as applicable), with the Form of Election to
Purchase attached hereto (or attached to such New Warrant) appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the Warrant Holder to be
purchased.

       

      c. This
Warrant shall be exercisable at any time and from time to time during the
Exercise Period for such number of Warrant Shares as is indicated in the
attached Form of Election To Purchase. If less than all of the Warrant Shares
which may be purchased under this Warrant are exercised at any time, the Company
shall issue or cause to be issued, at its expense, a New Warrant evidencing the
right to purchase the remaining number of Warrant Shares for which no exercise
has been evidenced by this Warrant.

       

      d. (i) Notwithstanding anything
contained herein to the contrary, but subject to Section 5(e) and Section 6, at
any time after the Initial Exercise Deadline, the holder of this Warrant may, at
its election exercised in its sole discretion, exercise this Warrant in whole or
in part and, in lieu of making the cash payment otherwise contemplated to be
made to the Company upon such exercise in payment of the Aggregate Exercise
Price, elect instead to receive upon such exercise the “Net Number” of shares of
Common Stock determined according to the following formula (a “Cashless
Exercise”):

       

      Net
Number = (A x (B - C))/B

       

      (ii) For
purposes of the foregoing formula:

       

      A= the
total number shares with respect to which this Warrant is then being
exercised.

       

      B= the
last reported sale price (as reported by Bloomberg) of the Common Stock on the
trading day immediately preceding the date of the Exercise Notice.

       

      C= the
Warrant Exercise Price then in effect at the time of such exercise.

       

      e. The
holder of this Warrant may not make a Cashless Exercise (i) at any time prior to
the Initial Exercise Deadline and (ii) on or after the Initial Exercise Deadline
if the resale of the Warrant Shares by the Holder of the Warrant Shares is
covered by an effective registration statement.


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

       

      f.      Notwithstanding
anything to the contrary contained herein, the holder of this Warrant may not
exercise this Warrant or any part hereof prior to the Initial Exercise Deadline
if all or any portion of the Warrant to Purchase 5,338,236 shares of Common
Stock issued to Barron Partners LP on the Original Issuance Date shall then
remain unexercised.

       

      6. Maximum
Exercise. The
Warrant Holder shall not be entitled to exercise this Warrant on a Date of
Exercise in connection with that number of shares of Common Stock which would be
in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Warrant Holder and its affiliates on the Date of Exercise, and (ii)
the number of shares of Common Stock issuable upon the exercise of this Warrant
with respect to which the determination of this limitation is being made on the
Date of Exercise, which would result in beneficial ownership by the Warrant
Holder and its affiliates of more than 4.9% of the outstanding shares of Common
Stock on such date. This Section 6 may be waived or amended only with the
consent of the Holder and the consent of holders of a majority of the shares of
outstanding Common Stock of the Company who are not Affiliates. For the purposes
of the immediately preceding sentence, the term “Affiliate” shall mean any
person: (a) that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company; or
(b) who beneficially owns (i) any shares of the Company’s Series B Stock, or
(ii) this Warrant. As used in this Warrant, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and
Regulation 13d-3 thereunder.

       

      7. Adjustment
of Exercise Price and Number of Shares. The character of the shares of
stock or other securities at the time issuable upon exercise of this Warrant and
the Exercise Price therefor, are subject to adjustment upon the occurrence of
any of the following events which shall have occurred or which shall occur at
any time on or after the Closing Date, and all such adjustments shall be
cumulative:

       

      a. Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise
Price of this Warrant and the number of shares of Common Stock or other
securities at the time issuable upon exercise of this Warrant shall be
appropriately adjusted to reflect any stock dividend, stock split, stock
distribution, combination of shares, reverse split, reclassification,
recapitalization or other similar event affecting the number of outstanding
shares of stock or securities.

       

      b. Adjustment
for Reorganization, Consolidation, Merger, Etc. In case of any
consolidation or merger of the Company with or into any other corporation,
entity or person, or any other corporate reorganization, in which the Company
shall not be the continuing or surviving entity of such consolidation, merger or
reorganization (any such transaction being hereinafter referred to as a “Reorganization”),
then, in each case, the holder of this Warrant, on exercise hereof at any time
after the consummation or effective date of such Reorganization (the “Effective
Date”), shall receive, in lieu of the shares of stock or other securities
at any time issuable upon the exercise of the Warrant issuable on such exercise
prior to the Effective Date, the stock and other securities and property
(including cash) to which such holder would have been entitled upon the
Effective Date if such holder had exercised this Warrant immediately prior
thereto (all subject to further adjustment as provided in this
Warrant).

       

      c. Certificate
as to Adjustments. In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant, the Company will promptly give written notice thereof to the holder of
this Warrant in the form of a certificate, certified and confirmed by the
Secretary of the Company, setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment or
readjustment is based.


      
        
           


        

        
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      8. Sales of
Common Stock at less than the Exercise Price. From the date hereof
until such time as the Investors hold no securities except for (i) Exempt
Issuances (as hereinafter defined), (ii) issuances covered by Sections 7(a)
hereof or (iii) an issuance of Common Stock upon exercise or upon conversion of
warrants, options or other convertible securities for which an adjustment has
already been made pursuant to this Section 7, as to all of which this Section
does not apply, if the Company closes on the sale or issuance of Common Stock at
a price, or warrants, options, convertible debt or equity securities with an
exercise price per share or a conversion price ( such sales price, conversion or
exercise price, as the case may be, being referred to as the “Lower
Price”) which is less than

       

      
        
          	 
      	
                  (i)

                	
                  $1.20,
      the Exercise Price shall be adjusted concurrently with such issue or sale,
      to the Lower Price.

                


        

      

       

      
        
          	 
      	
                  (ii)

                	
                  $2.00,
      but higher than $1.20 , the Exercise Price Shall be adjusted according to
      the following formula:

                


        

      

       

       

      EP(1) =
EP(1) x ((A+B) /(A+C))

       

      EP(2) =
the Warrant Exercise Price immediately after the adjustment;

      


      For
purposes of the foregoing formula:

      


      EP(1) =
Exercise Price immediately prior to the adjustment;

      


      A = the
total number of shares of Common Stock outstanding immediately prior to the
issuance of such additional shares, including the exercise or conversion of all
options, warrants and other convertible securities.

      


      B = the
number of shares of Common Stock which the aggregate consideration received or
receivable for the issuance of such additional shares would purchase at the
Exercise Price immediately prior to the adjustment;

      


      C = the
number of such additional shares to be issued.

      


      Such
adjustment shall be made successively whenever such an issuance is made.
Notwithstanding the foregoing adjustments no exception for Exempt Issuances will
made if such Exempt Issuances exceed 5% of the outstanding shares of Common
Stock for every two year period or if such Exempt Issuances are employee /
consultant options only and exceed 7.5% of the outstanding shares of Common
Stock for every two year period.

      


      For
purposes of this Section 8, “Exempt Issuances” means the issuance of (a) shares
of Common Stock or options to employees, officers, directors and consultants
(other than consultants whose services relate to the raising of funds) of the
Company pursuant to any stock or option plan that was or may be adopted by (i) a
majority of independent members of the Board of Directors or (ii) a majority of
the members of a committee of independent directors established for compensatory
purposes, (b) securities upon the exercise or conversion of any securities
issued hereunder or pursuant to the Series B Convertible Preferred Stock
Purchase Agreement, dated February 25, 2008 between the Company, Barron
Partners, LP and Eos Holdings, LLC and the documents and instruments executed in
connection therewith, (c), securities issued pursuant to acquisitions, licensing
agreements, or other strategic transactions provided, any such issuance shall
only be to a person which is, itself or through its subsidiaries, an operating
company in a business which the Board of Directors of the Company believes is
beneficial to the Company and in which the Company receives benefits in addition
to the investment of funds, but shall not include a transaction in which the
Company is issuing securities primarily for the purpose of raising capital or to
an entity whose primary business is investing in securities.


      
        
           


        

        
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      9. Fractional
Shares. The
Company shall not be required to issue or cause to be issued fractional Warrant
Shares on the exercise of this Warrant. The number of full Warrant Shares that
shall be issuable upon the exercise of this Warrant shall be computed on the
basis of the aggregate number of Warrants Shares purchasable on exercise of this
Warrant so presented. If any fraction of a Warrant Share would, except for the
provisions of this Section 9, be issuable on the exercise of this Warrant, the
Company shall, at its option, (i) pay an amount in cash equal to the Exercise
Price multiplied by such fraction or (ii) round the number of Warrant Shares
issuable, up to the next whole number.

       

      10. Sale or
Merger of the Company.
Upon a Change in Control (as defined below), the restriction contained in
Section 6 shall immediately be released and the Warrant Holder will have the
right to exercise this Warrant concurrently with such Change in Control event.
For purposes of this Warrant, the term “Change in Control” shall mean a
consolidation or merger of the Company with or into another company or entity in
which the Company is not the surviving entity or the sale of all or
substantially all of the assets of the Company to another company or entity not
controlled by the then existing stockholders of the Company in a
transaction or series of transactions

       

      11. Notice of
Intent to Sell or Merge the Company. The Company will give
Warrant Holder ten (10) business days notice in the event of a sale of all or
substantially all of the assets of the Company or the merger or consolidation of
the Company in a transaction in which the Company is not the surviving
entity.

        

      12. Issuance
of Substitute Warrant. In the event of a merger,
consolidation, recapitalization or reorganization of the Company or a
reclassification of Company shares of stock, which results in an adjustment to
the number of shares subject to this Warrant and/or the Exercise Price
hereunder, the Company agrees to issue to the Warrant Holder a substitute
Warrant reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company. 

       

      13.           Mandatory
Exercise. 

       

      
        
          	
                   (a)

                	
                  i.

                	
                  The
      Company shall have the right at any time, on written notice (the “Mandatory Exercise Notice”) given not less
      than thirty five (35) trading days prior to the Mandatory Exercise Date
      (as defined below), to require that the Warrant Holder exercise this
      Warrant in whole or in part, provided the volume weighted average price of
      one share of Common Stock on the OTC Bulletin Board or such other
      securities exchange on which the Common Stock is then traded or included
      for quotation (the “Market Price”)
      shall equal or exceed the “Target
      Price” for twenty five (25) consecutive trading days ending on the
      Notice Date, and the “Trading Volume” shall equal or exceed the “Target
      Volume” on each trading day in the twenty five (25) trading days in the
      period ending on the Notice Date. Notice of Mandatory Exercise provided
      hereunder shall be mailed by first class mail, postage prepaid or
      overnight courier, and sent by telecopier or e-mail, and shall be deemed
      given on the date of receipt of the notice by the Holder (the “Notice Date”). Upon receipt of the
      Mandatory Exercise Notice, the Holder must (i) exercise this Warrant
      within thirty five (35) days; or (ii) notify the Company of its intent to
      transfer this Warrant pursuant to Section 4 of this Warrant. In the event
      Holder elects to transfer this Warrant pursuant to Section 4 of this
      Warrant, then the subsequent holder of this Warrant must exercise this
      Warrant on or before the thirty-fifth (35) day after notification of
      intent to transfer this
Warrant.

                


        

      

       


      
        
           


        

        
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                ii.

              	
                As
      used in this Section 13, the following terms shall have the meanings set
      forth below:

              


      

       

      
        
          	 
      	
                  1.

                	
                  “Mandatory Exercise Date” shall mean the
      date on or prior to which the Warrant is to be exercised as set forth in
      the Mandatory Exercise Notice from the Company to the Holder of the
      Warrant, as the same may be extended pursuant to Section 13(b)(ii) of this
      Warrant.

                


        

      

       

      
        
          	 
      	
                  2.

                	
                  “Target Price” shall mean (a) at all times
      during which the Exercise Price of this Warrant (including as a result of
      anti-dilution adjustments) shall be less than $2.00 per share, $3.00 and
      (b) at all times during which the Exercise Price of this Warrant or any
      portion thereof shall be $2.00 or more,
$5.00.

                


        

      

       

      
        
          	 
      	
                  3.

                	
                  “Trading Volume” shall mean the trading
      volume of the Common Stock (as reported by Bloomberg L.P. or the Nasdaq
      Stock Market or the New York or American Stock Exchange, as the case may
      be).

                


        

      

       

      
        
          	 
      	
                  4.

                	
                  “Target Volume” shall mean one hundred fifty
      thousand (150,000) shares.

                


        

      

       

      
        	 
      	
                b.

              	
                Notwithstanding
      any other provision of this Section
13:

              


      

       

      
        	 
      	
                i.

              	
                The
      Company may only mandate the Holder of the Warrant to exercise this
      Warrant pursuant to Section 13(a)(i) of this Warrant if a registration
      statement covering the sale by the Holder of the Warrant Shares of Common
      Stock issuable upon exercise of this Warrant is current and effective for
      the 25 trading days prior to the Notice Date and the right of the Company
      to mandate exercise only applies with respect to the Warrant Shares
      included in such registration
statement.

              


      

       

      
        	 
      	
                ii.

              	
                In
      the event that, at any time subsequent to the Notice Date and before the
      Mandatory Exercise Date, the resale of the Warrant Shares are not covered
      by a current and effective registration statement, the Company’s right to
      mandate the exercise of the Warrant shall terminate with respect to all
      Warrants that have not then been exercised or converted. Nothing in the
      preceding sentence shall be construed to prohibit or restrict the Company
      from thereafter calling the Warrants for exercise in the manner provided
      for, and subject to the provisions of, this Section
  13.

              


      

       

      
        	 
      	
                iii.

              	
                In
      the event that the exercise by the Company of its right of redemption
      pursuant to this Section 13 would result in a violation of the 4.9%
      maximum exercise limitation set forth in Section 6, the Company shall not
      have the right to redeem the Holders’ Warrants to the extent that the
      exercise of the Warrants as to which the redemption notice is given would
      result in such a violation.

              


      

       

      
        
           


        

        
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                  c.

                	
                  The
      Mandatory Exercise Notice shall specify (i) the number of Warrant Shares
      with respect to which this Warrant is to be exercise if less than all of
      the Warrant Shares are to be purchased in exercising the Warrant, (ii) the
      exercise date (the “Mandatory Exercise
      Date”), and (iii) the place where the Warrant shall be delivered
      and the Exercise Price shall be paid. No failure to mail such notice nor
      any defect therein or in the mailing thereof shall affect the validity of
      the proceedings for the Company’s right to mandate exercise of the Warrant
      by the Holder except as to a Holder (x) to whom notice was not mailed or
      (y) whose notice was defective. An affidavit of the Chief Financial
      Officer of the Company that notice of redemption has been mailed shall, in
      the absence of fraud, be prima facie evidence of the facts stated
      therein.

                


        

      

       

      
        	 
      	
                d.

              	
                Upon
      receipt of the Mandatory Exercise Notice, the Holder of the Warrant shall
      exercise the Warrant to purchase such number of shares of Common Stock on
      or prior to the Mandatory Exercise Date in accordance with the Mandatory
      Exercise Notice and Sections 5 and 13(b)(iv) of this
    Warrant.

              


      

       

      
        	 
      	
                e.

              	
                The
      Company may, at its sole discretion, elect to terminate any right to
      exercise or convert the Warrant to the extent that the Warrant was called
      by the Company for exercise but had not been exercised by the Holder in
      accordance with the Mandatory Exercise Notice at 5:30 p.m. (New York City
      time) on the day following the Mandatory Exercise Date. After such time,
      Holders of the Warrants shall have no further rights under the
      Warrant.

              


      

       

      
        
           


        

        
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      14. Notice. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
given (i) on the date they are delivered if delivered in person; (ii) on the
date initially received if delivered by facsimile transmission followed by
registered or certified mail confirmation; (iii) on the date delivered by an
overnight courier service; or (iv) on the third business day after it is mailed
by registered or certified mail, return receipt requested with postage and other
fees prepaid as follows:

       

      If to the
Company:

       

      Skypeople
Fruit Juice, Inc.

      Attn: Mr.
Yongke Xue, Chief Executive Officer

      16F,
National Development Bank Tower

      No. 2,
Gaoxin 1st. Road,
Xi’an, PRC

      


      with a
copy to, which copy shall not constitute a notice:

      


      Guzov
Ofsink, LLC

      600
Madison

      New York,
New York 10022

      Attention:
Darren Ofsink

      E-mail:
dofsink@golawintl.com

      Fax:
(212) 688-7273

       

      If to the Warrant
Holder:

      


      Barron
Partners LP

      730 Fifth
Avenue, 25th Floor

      New York
NY 10019

      Attn:
Andrew Barron Worden, Chairman and CEO

      Telephone: 212-359-0201

      Fax:
212-359-0222

      E-mail:
abw@barronpartners.com


      
        
           


        

        
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      15. Miscellaneous.

       

      a. This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. This Warrant may be amended
only by a writing signed by the Company and the Warrant Holder.

       

      b. Nothing
in this Warrant shall be construed to give to any person or corporation other
than the Company and the Warrant Holder any legal or equitable right, remedy or
cause of action under this Warrant; this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrant Holder.

       

      c. This
Warrant shall be governed by, construed and enforced in accordance with the
internal laws of the State of New York without regard to the principles of
conflicts of law thereof.

       

      d. The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

       

      e. In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonably
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

       

      f. The
Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
rights of a stockholder of the Company, either at law or equity, and the rights
of the Warrant Holder are limited to those expressed in this
Warrant.

       

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the
authorized officer as of the date first above stated.

       

       

      Date:
June 2,
2009                                                                           SKYPEOPLE
FRUIT JUICE, INC.

      


      By:   /s/ Yonke
Xue

              Yongke
Xue, Chief Executive Officer

       

      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      


      
 

      FORM
OF ELECTION TO PURCHASE

      


      (To be
executed by the Warrant Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

      


      To:
SKYPEOPLE FRUIT JUICE, INC.:

      


      In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase ______________ shares of
Common Stock (“Common Stock”), $.001 par value, of SKYPEOPLE FRUIT JUICE, INC.
and encloses the warrant and $____ for each Warrant Share being purchased or an
aggregate of $________________ in cash or certified or official bank check or
checks, which sum represents the aggregate Exercise Price (as defined in the
Warrant) together with any applicable taxes payable by the undersigned pursuant
to the Warrant.

      


      The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:

       

      
        
          
            
              
                
                  	 
      
	 
      
	
                           (Please
      print name and address)

                           

                        
	
                           (Please
      insert Social Security or Tax Identification
  Number)

                        


                

              

            

          

        

      

       

      If the
number of shares of Common Stock issuable upon this exercise shall not be all of
the shares of Common Stock which the undersigned is entitled to purchase in
accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

       

      
        
          
            
              
                
                  	 
      
	 
      
	
                           (Please
      print name and address)

                        
	 
      


                

              

            

          

        

      

      
        
          	
                   Dated:

                	 
      	
                   Name
      of Warrant Holder:

                


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                           (Print)

                                        	 
      
	
                                           (By:)

                                        	 
      
	
                                           (Name:)

                                        	 
      
	
                                           (Title:)

                                        	 
      
	 
      	
                                          Signature
      must conform in all respects to name of Warrant
      Holder as specified on the face of the Warrant