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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
Warrant No. 23 Original Issue Date: December 24, 2008
China Pharma Holdings, Inc., a Delaware corporation (the
"Company"),
hereby certifies that, as partial compensation for its former
independent
consultant, Hayden Communications International, Inc. or its
registered assigns
(the "Holder"), is entitled to purchase from the Company up to a
total of 8,333
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 January
2, 2009 (the "Vesting Date") through and including January 1,
2012 (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 $3.0 per share.
<PAGE>
"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.
"Transfer Notice" shall have the meaning set forth in Section
7.2.
2. Exercise and Duration of Warrants.
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This Warrant shall be exercisable by the Holder at any time and
from
time to time on or after the Vesting 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.
3. Delivery of Warrant Shares.
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(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
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 (if the Warrant is
being exercised in
accordance with Section 8(a)), 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 3(a), then the Holder will have the
right to
rescind such exercise.
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<PAGE>
(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 3(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.
4. Charges, Taxes and Expenses. Issuance and delivery of Warrant
Shares
upon exercise of this Warrant shall be made without charge to
the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or
other incidental
tax or expense in respect of the issuance of such certificates,
all of which
taxes and expenses shall be paid by the Company; provided,
however, that the
Company shall not be required to pay any tax which may be
payable in respect of
any transfer involved in the registration of any certificates
for Warrant Shares
or Warrants in a name other than that of the Holder. The Holder
shall be
responsible for all other tax liability that may arise as a
result of holding or
transferring this Warrant or receiving Warrant Shares upon
exercise hereof.
5. Replacement of Warrant. If this Warrant is mutilated, lost,
stolen
or destroyed, the Company shall issue or cause to be issued in
exchange and
substitution for and upon cancellation hereof, or in lieu of and
substitution
for this Warrant, a new Warrant, but only upon receipt of
evidence reasonably
satisfactory to the Company of such loss, theft or destruction
and customary and
reasonable indemnity (which shall not include a surety bond), if
requested.
Applicants for a new Warrant under such circumstances shall also
comply with
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<PAGE>
such other reasonable regulations and procedures and pay such
other reasonable
third-party costs as the Company may prescribe. If a new Warrant
is requested as
a result of a mutilation of this Warrant, then the Holder shall
deliver such
mutilated Warrant to the Company as a condition precedent to the
Company's
obligation to issue the new Warrant.
6. Reservation of Warrant Shares. The Company covenants that it
will at
all times reserve and keep available out of the aggregate of its
authorized but
unissued and otherwise unreserved Common Stock, solely for the
purpose of
enabling it to issue Warrant Shares upon exercise of this
Warrant as herein
provided, the number of Warrant Shares which are then issuable
and deliverable
upon the exercise of this entire Warrant, free from preemptive
rights or any
other contingent purchase rights of Persons other than the
Holder. The Company
covenants that all Warrant Shares so issuable and deliverable
shall, upon
issuance and the payment of the applicable Exercise Price in
accordance with the
terms hereof, be duly and validly authorized, issued and fully
paid and
nonassessable.
7. Restrictions on Transferability. The Warrant Shares shall not
be
transferred, hypothecated or assigned before satisfaction of the
conditions
specified in this Section 7, which conditions are intended to
ensure compliance
with the provisions of the Securities Act with respect to the
transfer of any
Warrant Shares. Holder, by acceptance of this Warrant, agrees to
be bound by the
provisions of this Section 7.
7.1. Notice of Proposed Transfers; Requests for
Registration.
Prior to any transfer or attempted transfer of any Warrant, in
whole or in part,
or any shares of restricted Common Stock, the holder of such
restricted Common
Stock shall give ten days' prior written notice (a "Transfer
Notice") to the
Company in the form of assignment attached hereto, and obtain
from counsel to
such holder who shall be reasonably satisfactory to the Company,
an opinion that
the proposed transfer of such Warrant or restricted Common
Stock, as the case
may be, may be effected without registration under the
Securities Act. After
receipt of the Transfer Notice and opinion, the Company shall,
within five days
thereof, notify the holder of
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