Exhibit
10.2
COMMON STOCK
WARRANT
CHANGDA
INTERNATIONAL HOLDINGS, INC.
NEITHER THIS
WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "
ACT "). NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS
WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN
OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR
(iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT
IS NOT REQUIRED. THE WARRANT EVIDENCED HEREBY IS
NON-TRANSFERABLE
Right
to Purchase 1,130,000
Shares of
Common Stock
Changda
International Holdings, Inc. a Nevada corporation (the "
Company ") hereby certified that, for value received,
Marshall Islands Company, is entitled, on the terms set forth
below, to purchase from the Company at any time during the period
commencing on January 2, 2009 (the " Exercisability Date ")
and, subject to the provisions of Section 1 below, ending at
5:00 p.m., Easter Standard time, on January 2, 2012, One
million one hundred thirty Thousand (1,130,000) fully
paid and nonassessable shares of the common stock, par value $0.001
per share (the " Warrant Shares "), of the Company, at a
price of $1.20 per share, subject to adjustments as provided below
(the " Purchase Price "). As used herein, the term "
Stock " shall mean the Company's presently authorized common
stock or any stock into or for which such common stock may
hereafter be converted or exchanged prior to or concurrent with the
exercise of this Warrant.
1.
Expiration . This Warrant shall expire upon the first to
occur of the following: (i) 5:00 p.m., Easterm Standard
time, on January 2, 2012; and (ii) the sale of all or
substantially all of the assets of the Company or an acquisition of
the Company by another corporation or entity by consolidation,
merger or other reorganization or series of related transactions in
which the holders of the Company's outstanding voting stock
immediately prior to such transaction own, immediately after such
transaction, securities representing less than fifty percent (50%)
of the voting power of the surviving corporation, the surviving
entity or the entity that controls such surviving entity (such sale
of assets or acquisition, a " Merger or Consolidation
").
2. Exercise
of Warrant .
(a)
Exercisability of the Warrant. This Warrant will become
exercisable on the Exercisability Date.
(b) Full
Exercise. This Warrant may be exercised by the Holder at any
time during the period commencing on the Exercisability Date and
ending upon its expiration for the full
number of
Warrant Shares by surrendering this Warrant and the Notice of
Exercise attached hereto as Exhibit A properly endorsed
to the Company's principal office, accompanied by payment in cash,
by check or by wire transfer in an amount equal to the product of
the Purchase Price and the number of Warrant Shares indicated on
the face of this Warrant.
(c)
Taxes . The Company will not be required to pay any tax
imposed in connection with any transfer involved in the issuance of
a Warrant or a certificate for shares of Stock in any name other
than that of the original holder hereof, and in such case, the
Company will not be required to issue or deliver any stock
certificate or warrant until such tax is paid.
3.
Representations and Covenants of the Holder . This Warrant
has been issued by the Company in reliance upon the following
representations and covenants of the Holder:
(a)
Investment Purpose. The Stock issuable upon exercise of the
Holder's rights contained herein will be acquired for investment
and not with a view to the sale or distribution of any part
thereof, and the holder has no present intention of selling or
engaging in any public distribution of the same except pursuant to
a registration or exemption.
(b) Private
Issue . The Holder understands (i) that the Stock issuable
upon exercise of this Warrant is not registered under the Act or
qualified under applicable state securities laws on the ground that
the issuance contemplated by this Warrant will be exempt from the
registration and qualifications requirements thereof, and
(ii) that the Company's reliance on such exemption is
predicated on the representations set forth in this
Section 3.
(c)
Disposition of Holder's Rights. This Warrant and all rights
hereunder are non-transferable.
The Stock
issuable upon exercise of this Warrant is non-transferable, except
in accordance with the terms of this provision. Notwithstanding the
foregoing, the restrictions imposed upon the transferability of
shares of the Stock shall terminate as to any particular share of
Stock when (1) the transfer of such security shall have been
effectively registered under the Act and transferred by the Holder
thereof in accordance with such registration, or (2) such
security shall have been sold without registration in compliance
with Rule 144 under the Act or (3) a letter shall have
been issued to the Holder at its request by the staff of the
Securities and Exchange Commission or a ruling shall have been
issued to the Holder at its request by such Commission stating that
no action shall be recommended by such staff or taken by such
Commission, as the case may be, if such security is transferred
without registration under the Act in accordance with the
conditions set forth in such letter or ruling and such letter or
ruling specifies that no subsequent restrictions on transfer are
required. Whenever the Stock issuable upon exercise of this Warrant
may be sold pursuant to Rule 144(k), the restrictions imposed
herein shall terminate, the Holder or holder of a share of Stock
issued upon exercise of
this Warrant as
to which such restrictions have terminated shall be entitled to
receive from the Company, without expense to such holder, one or
more new certificates for the Warrant or for such shares of Stock
not bearing any restrictive legend.
(d)
Financial Risk. The Holder has such knowledge and experience
in financial and business matters as to be capable of evaluating
the merits and risks of its investment, and has the ability to bear
the economic risks of its investment.
(e) Risk of
No Registration. The Holder understands that if a registration
statement covering the transfer of the Stock under the Act is not
in effect when it desires to sell the Stock issuable upon exercise
of this Warrant, it may be required to hold such securities for an
indefinite period. The Holder also understands that any sale of
Stock issuable upon exercise of this Warrant which might be made by
it in reliance upon Rule 144 under the Act may be made only in
accordance with the terms and conditions of that Rule.
4.
Delivery of Stock Certificates on Exercise .
Promptly after th
