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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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
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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
