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EXHIBIT 4.2
Warrant to Purchase Common Stock
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Date of Issuance: as of December 31, 2007
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Warrant to Purchase An Aggregate of 2,000,000
shares of Common Stock
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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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