Exhibit 10.25
OPTION AGREEMENT NO. 3
This OPTION AGREEMENT No. 3 (this “ Agreement ”), dated January 15, 2010, is entered into by and
between China Environment Fund III, L.P. (the “ Investor ”), Sun Kwok Ping
, holder of Hong Kong
document of identity No. DA9001901 (the “ Holder ”) and Nobao Renewable Energy Holdings Limited, a
Cayman Islands company (the “ Company ”).
RECITALS
WITNESSETH
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants
set forth herein and other good and valuable consideration, the Parties agree as follows:
1. Purchase During Exercise Period. Subject to the terms and conditions set forth in this Agreement, the
Holder shall be entitled, at any time during the Exercise Period, to purchase (such right, the “ Purchase Option ”)
from the Investor, at an aggregate price of US$1 per share (the “ Exercise Price ”), a number of fully paid
Ordinary Shares, par value US$0.001 per share, of the Company (the “ Ordinary Shares ”) held by the Investor
equal to the “Adjustment Number” (as defined below). Subject to the terms and conditions set forth in this
Agreement, the Adjustment Number shall be the number of Ordinary Shares equal to the result of (i) 20,000,000
multiplied by the Percentage Interest, subtracted by (ii) 14,593,520. If at the time of the exercise of the Purchase
Option by the Holder, the Investor holds Series A Preferred Shares of the Company (the “ Series A Preferred
Shares ”), the parties hereto shall cause such number of Series A Preferred Shares held by the Investor be
converted into Ordinary Shares at then applicable conversion ratio between Series A Preferred Shares and
Ordinary Shares as to be sufficient for such exercise.
2. Termination . Subject to Section 4(c), the Exercise Period shall not commence, and this Agreement and all
rights and obligations hereunder shall terminate, if the Adjusted Post-Money Valuation, as determined pursuant to
this Agreement, is less than the Initial P