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Warrant to Purchase Common Stock

Warrant Agreement

Warrant to Purchase Common Stock | Document Parties: CHINA LOGISTICS GROUP, Inc | Media Ready, Inc You are currently viewing:
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CHINA LOGISTICS GROUP, Inc | Media Ready, Inc

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Title: Warrant to Purchase Common Stock
Governing Law: Florida     Date: 4/15/2008

Warrant to Purchase Common Stock, Parties: china logistics group  inc , media ready  inc
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EXHIBIT 4.2

Warrant to Purchase Common Stock

Date of Issuance: as of December 31, 2007

 

Warrant to Purchase An Aggregate of 2,000,000 shares of Common Stock

FOR VALUE RECEIVED, CHINA LOGISTICS GROUP, Inc., a Florida corporation formerly known as Media Ready, Inc. (the “Company”), promises to issue in the name of, and sell and deliver to WEI CHEN (the "Holder") a certificate or certificates for an aggregate of TWO MILLION (2,000,000) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), upon payment by the Holder of $0.30 (USD) per share (the “Exercise Price”), with the Exercise Price being subject to adjustment in the circumstances set forth below.

THIS WARRANT REFLECTS ADJUSTMENTS TO THE NUMBER OF SHARES OF COMMON STOCK UNDERLYING THE WARRANT AND THE EXERCISE PRICE AS A RESULT OF THE ONE FOR 40 REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK EFFECTIVE MARCH 11, 2008 AS WELL AS THE NAME CHANGE OF THE COMPANY ALSO EFFECTIVE ON THAT DATE.

1.

Exercise of Warrant

(A)

Exercise Period . The Holder may exercise this Warrant, in whole or in part (but not as to fractional shares), at any time and time to time commencing on the date hereof and ending at 5:00 p.m., Eastern Time, on the third (3rd) anniversary of the date hereof (the “Exercise Period”).

(B)

Exercise Procedure .

(i)

This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):

(a)

a completed Exercise Agreement, in the form attached hereto as Exhibit 1, executed by the Holder (the “Purchaser”); and

(b)

a certified check or other immediately available funds payable to the Company in an amount equal to the sum of the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise.

(ii)

Certificates for the shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten (10) business days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised. The Company will, within such ten (10) day period, deliver such new Warrant to the Holder at the address set forth in this Warrant.

(iii)

The shares of Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date.

(iv)

The issuance of certificates for shares of Common Stock upon the exercise of this Warrant will be made without charge to the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the shares; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant, and that the Company shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

(v)

Unless the Company shall have registered the shares of Common Stock underlying this Warrant, the shares of Common Stock issuable upon the exercise of this Warrant will be “restricted securities” as that term is defined in the Securities Act of 1933. The Company may insert the following or similar legend on the






face of the certificates evidencing shares of Common Stock if required in compliance with state securities laws:

"These securities have not been registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under any applicable state securities laws is available."

(C)

Fractional Shares . The Company shall not be required to issue fractions of shares of Common Stock on the exercise of this Warrant. The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of this Warrant, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests, provided, however, that if a holder exercises all the Warrants held of record by such holder, the Company shall at its option (i) eliminate the fractional interests by rounding any fraction up to the nearest whole number of shares or (ii) within 30 days after the Exercise Date, deliver to the Purchaser a check payable to the Purchaser, in lieu of such fractional share, in an amount equal to the value of such fractional share as determined by the closing price of the Company’s Common Stock as reported on the principal exchange on which the Company’s Common Stock is then traded, as of the close of business on the Exercise Date.

2.

Effect of Reorganization, Reclassification, Consolidation, Merger or Sale

(A)

Recapitalization or Reclassification of Common Stock. In case the Co


 
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