Exhibit 10.1
NEITHER THESE
SECURITIES
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF
THESE
SECURITIES HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES
COMMISSION
OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE
SECURITIES
ACT OF 1933,
AS AMENDED
(THE "SECURITIES
ACT"), AND,
ACCORDINGLY,
MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE
SECURITIES
ACT AND IN ACCORDANCE
WITH APPLICABLE STATE
SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT,
THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE
SECURITIES AND THE
SECURITIES
ISSUABLE UPON EXERCISE
OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
SECURED
BY SUCH SECURITIES.
CHINA PHARMA HOLDINGS, INC.
WARRANT
Original Issue Date: June 24, 2008
China Pharma Holdings,
Inc., a Delaware
corporation (the
"Company"),
hereby certifies that, as partial compensation for its independent
consultant,
FirsTrust Group, Inc. or its registered assigns (the "Holder"),
is entitled to
purchase from the
Company up to a total of 75,000 shares of Common Stock (each
such share, a "Warrant Share" and all such shares, the "Warrant
Shares"), at any
time and from time to time from and after the Original Issue Date and through
and including
June 24, 2011 (the "Expiration Date"), and subject to the
following terms and conditions:
1.
Definitions. As used in this Warrant, the following terms shall
have the
respective definitions set forth in this Section 1.
"Business Day" means any day except Saturday, Sunday and any day which
is a federal legal holiday or a day on which banking institutions in the State
of New York are
authorized or required by law or other governmental action to
close.
"Common Stock" means the common stock of the Company, par value $0.001
per share, and any
securities
into which such common
stock may hereafter be
reclassified.
"Exercise Price" means $2.8 per share.
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"Original Issue Date"
means the Original Issue Date first set forth on
the first page of this Warrant.
"New York Courts"
means the state and
federal courts
sitting in the
City of New York, Borough of Manhattan.
"Trading Day" means (i) a day on which the Common Stock is traded
on a
Trading Market or (ii) if the Common Stock is not quoted on any
Trading Market,
a day on which the
Common Stock is quoted
in the over-the-counter market as
reported by the
Pink Sheets LLC (or any similar organization or agency
succeeding to its functions of reporting prices); provided, that in the event
that the Common
Stock is not
listed or quoted as set forth in (i) or (ii)
hereof, then Trading Day shall mean a Business Day.
"Trading Market" means
whichever of the New York Stock Exchange, the
American Stock
Exchange, the NASDAQ Global Select
Market, the NASDAQ Global
Market, the NASDAQ
Capital Market or OTC Bulletin Board on which the Common
Stock is listed or quoted for trading on the date in question.
2.
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
Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as
the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the
contrary.
3.
Registration
of Transfers.
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 its address specified herein. 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 Holder. The acceptance of the
New Warrant by
the transferee thereof
shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.
4.
Exercise and Duration of Warrants.
This Warrant shall be exercisable by the registered Holder at any time
and from time to time on or after the Original Issue Date through and
including
the Expiration Date.
At 6:30 p.m., New York
City time on the Expiration Date,
the portion of this Warrant not exercised prior thereto shall be
and become void
and of no value. The
Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder.
5.
Delivery of Warrant Shares.
(a) To effect
exercises hereunder, subject to the request of the
transfer agent of the
Company, the Holder
shall not be required to physically
surrender this Warrant unless the aggregate Warrant Shares represented by this
Warrant is being
exercised. Upon
delivery of the Warrant (if necessary), the
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Exercise Notice (in the form attached hereto) to the Company (with the
attached
Warrant Shares Exercise Log) at its address for notice set forth
herein and upon
payment of the Exercise Price multiplied by the number of
Warrant Shares
that
the Holder intends to purchase hereunder, the Company shall promptly (but in
no
event later than five
Trading Days after the Date of Exercise (as defined
herein)) issue and deliver to the Holder, a certificate for the Warrant Shares
issuable upon such
exercise. A "Date of
Exercise" means the
date on which the
Holder shall have
delivered to the
Company: (i) this
Warrant (if
necessary),
(ii) the Exercise
Notice (with the Warrant Exercise Log attached to it),
appropriately
completed and duly signed and (iii) payment of the Exercise
Price
for the number of Warrant Shares so indicated by the Holder to be
purchased.
(b) If by the fifth
Trading Day after a Date of Exercise the Company
fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section
5(a), then the Holder
will have the right to rescind such
exercise.
(c) If by the fifth
Trading Day after a Date of Exercise the Company
fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section
5(a), and if after
such fifth Trading Day and prior to the
receipt of such
Warrant Shares, the Holder purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a
sale by the Holder of the Warrant Shares which the Holder
anticipated
receiving
upon such exercise (a
"Buy-In"), then the
Company shall (1) pay in cash to the
Holder the amount by which (x) the Holder's total purchase price (including
brokerage commissions,
if any) for the
shares of Common Stock so purchased
exceeds (y) the amount
obtained by multiplying (A) the number of Warrant Shares
that the Company was
required to deliver to the Holder in connection with the
exercise at issue by (B) the closing bid price of the Common
Stock on the Date
of Exercise and (2) at the option of the Holder, either reinstate
the portion of
the Warrant and equivalent number of Warrant Shares for which
such exercise was
not honored or deliver
to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its exercise and
delivery obligations
hereunder.
The Holder shall
provide the Company
written
notice indicating the amounts payable to the Holder in respect of
the Buy-In.
(d) The Company's
obligations to issue
and deliver Warrant
Shares in
accordance with the terms hereof are absolute and unconditional,
irrespective of
any action or inaction by the Holder to enforce the same,
any waiver or
consent
with respect to any provision hereof, the recovery of any judgment
against any
Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation
or termination,
or any breach or
alleged breach by the
Holder or any other Person of any obligation to the Company or any
violation or
alleged violation of law by the Holder or any other Person,
and irrespective
of
any other circumstance
which might otherwise limit such obligation of the
Company to the Holder in connection with the issuance of Warrant
Shares. Nothing
herein shall limit a Holder's right to pursue any other remedies
available to it
hereunder, at law or
in equity including, without limitation, a decree of
specific performance
and/or injunctive relief with respect to the
Company's
failure to timely deliver certificates representing Warrant Shares
upon exercise
of the Warrant as required pursuant to the terms hereof.
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6.
Charges, Taxes and E
