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WARRANT TO PURCHASE 10,000,000 SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE

Warrant Agreement

WARRANT TO PURCHASE 10,000,000 SHARES OF
                     COMMON STOCK, PAR VALUE $.001 PER SHARE | Document Parties: CHINA HEALTH HOLDING, INC. You are currently viewing:
This Warrant Agreement involves

CHINA HEALTH HOLDING, INC.

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Title: WARRANT TO PURCHASE 10,000,000 SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE
Governing Law: Nevada     Date: 3/15/2007

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THESE   SECURITIES WERE ISSUED IN AN OFFSHORE   TRANSACTION TO PERSONS WHO ARE NOT
U.S.   PERSONS (AS DEFINED IN REGULATION S UNDER THE   SECURITIES   ACT OF 1933, AS
AMENDED (THE   "SECURITIES   ACT"))   PURSUANT TO REGULATION S UNDER THE SECURITIES
ACT. ACCORDINGLY,   NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE
BEEN   REGISTERED   UNDER THE SECURITIES ACT, OR ANY U.S. STATE   SECURITIES   LAWS,
AND, UNLESS SO REGISTERED,   NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR,
DIRECTLY OR   INDIRECTLY,   TO U.S.   PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES   ACT)   EXCEPT   PURSUANT TO AN   EFFECTIVE   REGISTRATION   STATEMENT   OR
PURSUANT   TO AN   EXEMPTION   FROM,   OR   IN A   TRANSACTION   NOT   SUBJECT   TO,   THE
REGISTRATION   REQUIREMENTS   OF THE   SECURITIES   ACT   AND IN   EACH   CASE   ONLY IN
ACCORDANCE   WITH   APPLICABLE   STATE    SECURITIES   LAWS.   IN   ADDITION,    HEDGING
TRANSACTIONS   INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.

     SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF,   THIS WARRANT SHALL BE VOID
AFTER 5:00 P.M. EASTERN TIME ON MARCH 11, 2017 (the "EXPIRATION DATE").


                           CHINA HEALTH HOLDING, INC.
                              (NASDAQ OTCBB: CHHH)


                    WARRANT TO PURCHASE 10,000,000 SHARES OF
                     COMMON STOCK, PAR VALUE $.001 PER SHARE

     For VALUE RECEIVED, JULIANNA LU ("Warrantholder"), is entitled to purchase,
subject to the provisions of this Warrant,   from China Health   Holding,   Inc., a
Nevada   corporation   (the   "Company"),   at any time not later   than   5:00   P.M.,
Eastern time, on the Expiration   Date (as defined   above),   at an exercise price
per share equal to $0.20 USD (the   exercise   price in effect being herein called
the   "Warrant   Price"),   10,000,000   common   shares   ("Warrant   Shares")   of the
Company's Common Stock, par value $.001 per share ("Common   Stock").   The number
of Warrant   Shares   purchasable   upon   exercise of this   Warrant and the Warrant
Price shall be subject to adjustment from time to time as described herein.

     Section 1. Registration.   The Company shall maintain books for the transfer
and registration of the Warrant.   Upon the initial issuance of this Warrant, the
Company shall issue and register the Warrant in the name of the Warrant holder.


     Section 2. Transfers.   As provided herein,   this Warrant may be transferred
only pursuant to a   registration   statement   filed under the   Securities   Act of
1933, as amended (the "Securities Act"), or an exemption from such registration.
Subject to such restrictions,   the Company shall transfer this Warrant from time
to time upon the books to be maintained   by the Company for that   purpose,   upon
surrender   thereof for transfer   properly endorsed or accompanied by appropriate


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<PAGE>

instructions for transfer and such other documents as may be reasonably required
by the Company, including, if required by the Company, an opinion of its counsel
to the effect that such transfer is exempt from the registration requirements of
the Securities   Act, to establish that such transfer is being made in accordance
with the terms hereof,   and a new Warrant shall be issued to the   transferee and
the surrendered Warrant shall be canceled by the Company.

     Section 3.   Exercise   of Warrant.   Subject to the   provisions   hereof,   the
Warrantholder may exercise this Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly
executed   Warrant   exercise   form attached   hereto as Appendix A (the   "Exercise
Agreement")   and payment by cash,   certified check or wire transfer of funds for
the   aggregate   Warrant   Price for that   number of   Warrant   Shares   then   being
purchased,   to the Company   during normal   business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the Warrantholder).   The Warrant Shares
so   purchased   shall   be   deemed   to be   issued   to   the   Warrantholder   or   the
Warrantholder's designee, as the record owner of such shares, as of the close of
business   on the date on which   this   Warrant   shall have been   surrendered   (or
evidence   of loss,   theft or   destruction   thereof   and   security   or   indemnity
satisfactory   to the   Company),   the Warrant   Price shall have been paid and the
completed   Exercise   Agreement shall have been delivered.   Certificates   for the
Warrant   Shares   so   purchased,   representing   the   aggregate   number   of shares
specified in the   Exercise   Agreement,   shall be delivered to the   Warrantholder
within a reasonable   time,   not exceeding   three (3) business   days,   after this
Warrant shall have been so exercised.   The certificates so delivered shall be in
such   denominations   as may be   requested   by the   Warrantholder   and   shall   be
registered   in the   name of the   Warrantholder   or such   other   name as shall be
designated by the Warrantholder.   If this Warrant shall have been exercised only
in part,   then,   unless this   Warrant has   expired,   the Company   shall,   at its
expense,   at   the   time   of   delivery   of   such   certificates,   deliver   to   the
Warrantholder   a new Warrant   representing   the number of shares with respect to
which this Warrant shall not then have been exercised. As used herein, "business
day" means a day,   other than a Saturday   or Sunday,   on which banks in New York
City are open for the general transaction of business.

     Section 4.   Compliance   with the Securities   Act of 1933.   Unless a current
registration statement under the Securities Act of 1933, as amended, shall be in
effect   with   respect   to the   securities   to be issued   upon   exercise   of this
Warrant,   the   Warrantholder,   by accepting   this Warrant,   covenants and agrees
that, at the time of exercise hereof,   and at the time of any proposed   transfer
of securities   acquired upon exercise hereof,   the Company may require Holder to
make   such    representations,    and   may   place   such   legends   on   certificates
representing the Common Shares issuable upon exercise of this Warrant, as may be
reasonably   required   in the   opinion of counsel to the   Company to permit   such
Common Shares to be issued without such registration.

     Section 5.   Payment of Taxes.   The Company will pay any   documentary   stamp
taxes   attributable to the initial   issuance of Warrant Shares issuable upon the
exercise   of the   Warrant;   provided,   however,   that the   Company   shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the   Warrantholder   in respect of which such   shares are
issued,   and in such case, the Company shall not be required to issue or deliver


                                       2
<PAGE>

any   certificate   for Warrant Shares or any Warrant until the person   requesting
the same has paid to the   Company the amount of such tax or has   established   to
the   Company's   reasonable   satisfaction   that   such   tax   has   been   paid.   The
Warrantholder shall be responsible for income taxes due under federal,   state or
other law, if any such tax is due.

     Section 6.   Mutilated or Missing   Warrants.   In case this Warrant   shall be
mutilated,   lost, stolen, or destroyed,   the Company shall issue in exchange and
substitution of and upon   cancellation of the mutilated   Warrant,   or in lieu of
and   substitution   for the Warrant lost,   stolen or destroyed,   a new Warrant of
like tenor and for the   purchase   of a like number of Warrant   Shares,   but only
upon receipt of evidence   reasonably   satisfactory   to the Company of such loss,
theft or   destruction   of the   Warrant,   and with   respect to a lost,   stolen or
destroyed   Warrant,   reasonable   indemnity   or bond   with   respect   thereto,   if
requested by the Company.

     Section 7. Reservation of Common Stock.   The Company hereby   represents and
warrants that there have been reserved,   and the Company shall at all applicable
times keep reserved until issued (if necessary) as   contemplated by this Section
7, out of the authorized and unissued shares of Common Stock,   sufficient shares
to provide   for the   exercise   of the   rights of   purchase   represented   by this
Warrant.   The Company agrees that all Warrant Shares issued upon due exercise of
the   Warrant   shall be, at the time of   delivery   of the   certificates   for such
Warrant Shares, duly authorized,   validly issued,   fully paid and non-assessable
shares of Common Stock of the Company.

     Section 8.   Adjustments.   Subject and   pursuant to the   provisions   of this
Section 8, unless waived in a particular case by the Warrantholder,   the Warrant
Price and number of Warrant   Shares   subject to this Warrant shall be subject to
adjustment from time to time as set forth hereinafter.

        (a) If the   Company   shall,   at any time or from time to time while this
Warrant is   outstanding,   pay a dividend   or make a   distribution   on its Common
Stock in shares of Common   Stock,   subdivide   its   outstanding   shares of Common
Stock   into a greater   number of shares or   combine   its   outstanding   shares of
Common Stock into a smaller number of shares or issue by reclassification of its
outstanding   shares of Common Stock any shares of its capital   stock   (including
any such   reclassification in connection with a consolidation or merger in which
the Company is the   continuing   corporation),   then the number of Warrant Shares
purchasable   upon   exercise   of the   Warrant   and the   Warrant   Price in   effect
immediately   prior to the date upon which such change   shall   become   effective,
shall be adjusted by the Company so that the Warrantholder thereafter exercising
the Warrant shall be entitled to receive the number of shares of Common Stock or
other capital stock which the   Warrantholder   would have received if the Warrant
had been   exercised   immediately   prior to such event upon   payment of a Warrant
Price that has been   adjusted to reflect a fair   allocation   of the economics of
such event to the   Warrantholder.   Such adjustments   shall be made   successively
whenever any event listed above shall occur.

        (b) If any capital reorganization, reclassification of the capital stock
of the Company,   consolidation or merger of the Company with another corporation
in which the Company is not the survivor, or sale, transfer or other disposition
of all or substantially all of the Company's assets to another corporation shall
be   effected,   then,   as a condition of such   reorganization,   reclassification,
consolidation,   merger, sale, transfer or other disposition, lawful and adequate
provision   shall be made whereby each   Warrantholder  


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