Exhibit 4.2
THIS WARRANT AND
THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER 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 AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL SHALL BE
DELIVERED TO THE COMPANY, IN A FORM REASONABLY SATISFACTORY TO THE
COMPANY, TO THE EFFECT THAT THE SHARES TO BE SOLD OR TRANSFERRED
MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION.
IN ADDITION, A
PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 7, 2009
(THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE
OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE,
CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH
RESPECT TO THIS WARRANT.
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SERIES B WARRANT TO
PURCHASE
COMMON STOCK
OF
SINO GREEN LAND
CORPORATION
Expires August 7,
2014
Number
of Shares: [________]
No.: W-B-09-___
Date of Issuance: August 7, 2009
FOR VALUE RECEIVED, the undersigned,
Sino Green Land Corporation, a corporation organized and existing
under the laws of the State of Nevada (the “
Company ”), hereby certifies that [__________]
, or its registered assigns (the “
Holder ”), is entitled, subject to the
provisions and upon the terms and conditions set forth below, to
subscribe for and purchase from the Company up to [________]
([________]) shares (subject to adjustment as hereinafter provided)
(the “ Warrant Shares ”) of common stock,
par value $0.001 per share, of the Company (“ Common
Stock ”) at a per share exercise price equal to the
Exercise Price then in effect, at any time and from time to time
during the Term. “ Exercise Price ”
initially means twenty-five cents ($0.25), as such price may be
adjusted from time to time as shall result from the adjustments
specified in this Warrant. The term of this Warrant shall
commence on August 7, 2009 (the “ Issuance Date
”) and shall expire at 5:00 p.m., New York City time, on
August 7, 2014 (the “ Expiration Date
”) (such period being the “ Term
”).
SERIES B WARRANT OF SINO GREEN LAND CORPORATION
PAGE 1 OF 11
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 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.
2.
Investment
Representation . The Holder, by acceptance
hereof, acknowledges that this Warrant and the Warrant Shares are
being acquired solely for the Holder's own account and not as a
nominee for any other party, and for investment, and that the
Holder will not offer, sell or otherwise dispose of this Warrant or
any Warrant Shares except pursuant to an effective registration
statement, or an exemption from registration, under the Securities
Act of 1933, as amended, and any applicable state securities laws.
The Holder represents to the Company that it is aware of the
Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Warrants and the
Warrant Shares. In no event may the Holder exercise this
Warrant in whole or in part unless the Holder is an
“accredited investor” as defined in Regulation D under
the 1933 Act.
3.
Validity of Warrant and Issue of
Shares . Assuming the accuracy and
completeness of the representations and warranties of the Holder
set forth in the Purchase Agreement, the Company represents,
warrants, covenants and agrees that all Warrant Shares which may be
issued upon the exercise of this Warrant or otherwise hereunder
will, when issued in accordance with the terms of this Warrant, be
duly authorized and validly issued, fully paid and non-assessable
and free from all taxes, liens and charges created by or through
the Company. The Company further covenants and agrees that
during the period within which this Warrant may be exercised, 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 . Subject to Section 2 hereof, this
Warrant may be transferred by a Holder, in whole or in part,
without the consent of the Company. If transferred pursuant
to this paragraph, this Warrant may be transferred on the books of
the Company by the Holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant at such location as agreed
upon by the Company and the Holder, properly endorsed (by the
Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental
charge imposed upon such transfer. This Warrant is
exchangeable at such location as agreed upon by the Company and the
Holder for Warrants to purchase the same aggregate number of shares
of Warrant Stock, each new Warrant (“ New
Warrant ”) to represent the right to purchase such
number of shares of Warrant Stock as the Holder hereof shall
designate at the time of such exchange. All New Warrants
issued on transfers or exchanges shall be dated the Issuance Date
and shall be identical with this Warrant except as to the number of
Warrant Shares issuable pursuant thereto. If, at the time of
the surrender of this Warrant in connection with any transfer of
this Warrant, the transfer of this Warrant shall not be registered
pursuant to an effective registration statement under the 1933 Act
and under applicable state securities, the Company may require, as
a condition of allowing such transfer (i) that the transferee
represent in writing the matters set forth in Section 2 hereof and
(ii) that the transferee be an “accredited investor” as
defined in Rule 501(a) promulgated under the 1933 Act or a
qualified institutional buyer as defined in Rule 144A(a) under the
1933 Act.
SERIES B WARRANT OF SINO GREEN LAND CORPORATION
PAGE 2 OF 11
5.
Exercise of Warrants
.
a.
The Holder may exercise this
Warrant, in whole or in part, at any time and from time to time
during the Term for such number of Warrant Shares as is indicated
in the attached Warrant Exercise Form by the surrender of this
Warrant (with the Warrant Exercise Form attached hereto duly
completed and duly signed) to the Company, at its address set forth
in Section 12, and upon payment and delivery to the Company of an
amount of consideration equal to the Exercise Price in effect on
the date of such exercise multiplied by the number of Warrant
Shares which is then being exercised, payable (in lawful money of
the United States of America) in cash, by certified or official
bank check or by wire transfer to an account designated by the
Company. 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 the Holder a certificate for the number of Warrant
Shares issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.
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 Warrant
Exercise Form attached hereto (or attached to such New Warrant)
duly completed and duly signed, and (ii) payment of the Exercise
Price for the number of Warrant Shares so indicated by the Holder
to be purchased.
c.
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.
Subject to the limitations set forth
in Section 6 herein, upon the request of the Company, the Holder
shall promptly exercise this Warrant for the number of Warrant
Shares as the Company shall designate, provided that (i) such
Warrant Shares are then registered pursuant to the 1933 Act and
(ii) the Per Share Market Value of the Common Stock was fifty cents
($0.50) or greater for each of the thirty (30) trading trays prior
to the Company’s request. “ Per Share
Market Value ” means on any particular date (a) the
last closing price per share of the Common Stock on such date on
the OTC Bulletin Board or a registered national stock exchange on
which the Common Stock is then listed, or if there is no such price
on such date, then the closing price on such exchange or quotation
system on the date nearest preceding such date, or (b) if the
Common Stock is not listed then on the OTC Bulletin Board or any
registered national stock exchange, the last closing price for a
share of Common Stock in the over-the-counter market, as reported
by the OTC Bulletin Board or in the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its
functions of reporting prices) at the close of business on such
date, or (c) if the Common Stock is not then reported by the OTC
Bulletin Board or the National Quotation Bureau Incorporated (or
similar organization or agency succeeding to its functions of
reporting prices), then the "Pink Sheet" quotes for the applicable
trading days preceding such date of determination, or (d) if the
Common Stock is not then publicly traded, the fair market value of
a share of Common Stock as determined in good faith by the Board;
provided , however , that all determinations of the
Per Share Market Value shall be appropriately adjusted for any
stock dividends, stock splits or other similar transactions during
such period.
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