exv4w2



 





Exhibit 4.2




Form of Class B Warrant




Beijing med-pharm corporation




Class B warrant for common stock



THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING
THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
THE ACT.



Right to purchase                      (          ) shares (subject to adjustment) of the common stock, $.001
par value (the “Stock”), of BEIJING MED-PHARM CORPORATION, a Delaware corporation (the “Company”).




The Company hereby certifies that, for value received,




[WARRANT HOLDER]



or registered assigns (the “Holder”) is entitled to purchase from the Company at any time or from
time to time during the Exercise Period (as hereinafter defined) an aggregate of                      fully paid
and nonassessable shares, subject to adjustment as provided below, of the Stock, on the payment
therefor of the exercise price which shall be $12.43 per share (subject to adjustment) (the “Per
Share Exercise Price”) multiplied by the number of shares of Stock to be issued (the “Exercise
Price”), upon the surrender of this Warrant duly signed by the registered Holder hereof at the time
of exercise, accompanied by payment of the Exercise Price, upon the terms and subject to the
conditions hereinafter set forth.



The Warrant represented hereby is delivered pursuant to and is subject to that certain
Subscription Agreement accepted by the Company as of October 31, 2007 by and between the
Company and the Holder (the “Agreement”). Capitalized terms used herein without definition shall
have the meanings set forth in the Agreement.



1. EXERCISE OF WARRANT. This Warrant shall be exercisable commencing on the date hereof and shall
expire at the times specified herein under the heading “EXPIRATION OF WARRANT” (the “Exercise
Period”). Subject to the foregoing restrictions, the Holder may, at its option, elect to exercise
this Warrant, in whole or in part and at any time or from time to time during the Exercise Period,
by surrendering this Warrant, with the Notice of Exercise appended hereto duly executed by or on
behalf of the Holder, at the principal office of the Company, or at such other office or agency as
the Company may designate, accompanied by payment in full, in lawful money of the United States, of
the Exercise Price payable in respect of the number of shares of Stock purchased upon such
exercise.



2. EXPIRATION OF WARRANT. This Warrant shall expire and shall no longer be exercisable upon the
earlier to occur of:





	 	(i)	 	5:00 p.m., Philadelphia local time, on November 1, 2012; or
	 
	 	(ii)	 	a Change of Control (as defined below).






In the event of a proposed Change of Control, the Company shall give the Holder ten (10)
days prior notice of the proposed closing date of the Change of Control and, to the extent
the Warrant has not been exercised by such date, then this Warrant shall terminate. “Change
of Control” shall mean:




	 	(i)	 	the acquisition of the Company by another entity by means of
any transaction or series of related transactions (including, without
limitation, any merger, consolidation or other form of reorganization in which
outstanding shares of the Company are exchanged for securities or other
consideration issued, or caused to be issued, by the acquiring entity or




 









 






	 	 	 	its subsidiary, but excluding any transaction effected primarily for the
purpose of changing the Company’s jurisdiction of incorporation), unless the
Company’s stockholders of record as constituted immediately prior to such
transaction or series of related transactions will, immediately after such
transaction or series of related transactions hold at least a majority of
the voting power of the surviving or acquiring entity; or
	 
	 	(ii)	 	a sale of all or substantially all of the assets of the
Company.




3. DELIVERY OF STOCK CERTIFICATE UPON EXERCISE. As soon as practicable after the exercise of this
Warrant and payment of the Exercise Price (which payment shall be deemed to have occurred when
funds are immediately available to the Company without provisions), but in no event more than three
Business Days (as defined below) after such exercise, the Company will cause to be issued in the
name of and delivered to the registered Holder hereof or its assigns, or such Holder’s nominee or
nominees, a certificate or certificates for the number of full shares of Stock of the Company to
which such Holder shall be entitled upon such exercise (and in the case of a partial exercise, a
Warrant of like tenor for the unexercised portion remaining subject to exercise prior to the
expiration of the Exercise Period set forth herein). For all corporate purposes, such certificate
or certificates shall be deemed to have been issued and such Holder or such Holder’s designee to be
named therein shall be deemed to have become a holder of record of such shares of Stock as of the
date the duly executed exercise form pursuant to this Warrant, together with full payment of the
Exercise Price, is received by the Company as aforesaid. No fraction of a share or scrip
certificate for such fraction shall be issued upon the exercise of this Warrant; in lieu thereof,
the Company will pay or cause to be paid to such Holder cash equal to a like fraction at the
prevailing fair market price for such share as determined in good faith by the Company.



4. ADJUSTMENTS.




     a. Dividends. In the event that a dividend shall be declared upon the Stock of the Company payable
in shares of Stock, the number of shares of Stock covered by this Warrant shall be adjusted by
adding thereto the number of shares that would have been distributable thereon if such shares had
been outstanding on the date fixed for determining the stockholders entitled to receive such stock
dividend, and the Per Share Exercise Price shall be adjusted by multiplying the Per Share Exercise
Price by a fraction (i) the numerator of which is the number of shares of Stock issued and
outstanding immediately prior to the payment of such stock dividend and (ii) the denominator of
which is the number of shares of Stock issued and outstanding immediately after the payment of such
stock dividend.



     b. Reorganizations, Consolidations, Mergers. Except as otherwise set forth herein, in the event
that the outstanding shares of Stock of the Company shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, then upon exercise of this Warrant there shall be substituted for
the shares of Stock covered by this Warrant, the number and kind of shares of stock or other
securities that would have been substituted therefor if such shares of Stock had been outstanding
on the date fixed for determining the stockholders entitled to receive such changed or substituted
stock or other securities and the exercise price shall be proportionately adjusted.



     c. Other Changes. In the event there shall be any change, other than specified above, in the
number or kind of outstanding shares of Stock of the Company or of any stock or other securities
into which such Stock shall be changed or for which it shall have been exchanged, then if the Board
of Directors shall determine, in good faith, that such change equitably requires an adjustment in
the number or kind of shares covered by this Warrant, such adjustment shall be made by the Board of
Directors and shall be effective and binding for all purposes on this Warrant.



 









 





     d. Registration Default (i). The Company and the Holder agree that the Holder will suffer
damages if the Company fails to fulfill its obligations pursuant to Section 11 of the Agreement and
that it would not be possible to ascertain the extent of such damages with precision. Accordingly,
the Company hereby agrees to provide liquidated damages to the Investor, in the form of an
adjustment to the Per Share Exercise Price, under the following circumstances (each such event a
“Registration Default”) if the Registration Statement (as defined in the Agreement):




	 	(ii)	 	is not filed by the Company on or prior to the 120th day after
the Closing Date; or
	 
	 	(iii)	 	is not declared effective by the Securities and Exchange
Commission (“SEC”) on or prior to the 90th day after the date the Registration
Statement is first filed with the SEC.




In the event that there shall occur a Registration Default, then the Per Share Exercise Price shall
be reduced by $0.25 for each full thirty (30) day period for which such Registration Default exists
and is continuing unless waived by the holders of Warrants exercisable for a majority of the shares
of Stock issuable upon exercise of the then outstanding Warrants issued in the Offering.



5. LOST, STOLEN, DESTROYED OR MUTILATED WARRANT. Upon receipt by the Company of evidence
reasonably satisfactory to it of the ownership of and the loss, theft or destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) of indemnity reasonably
satisfactory to it, and (in the case of mutilation) upon the surrender and cancellation thereof,
the Company will issue and deliver, in lieu thereof, a new Warrant of like tenor.



6. TRANSFER.




     a. Owner of Warrant. The Company may deem and treat the person in whose name this Warrant is
registered as the Holder and owner hereof (notwithstanding any notations of ownership or writing
hereon made by anyone other than the Company) for all purposes and shall not be affected by any
notice to the contrary until presentation of this Warrant for registration of transfer as provided
below.



     b. Transfer of Warrant. The Company agrees to maintain, at its then principal place of business,
books for the registration of the Warrant and transfers thereof, and this Warrant and all rights
hereunder are transferable, in whole or in part, on said books at said office, upon surrender of
this Warrant at said office, together with a written assignment of this Warrant duly executed by
the Holder hereof or his duly authorized agent or attorney and funds sufficient to pay any transfer
taxes payable upon the making of such transfer. Upon such surrender and payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the
denominations specified in such instrument of assignment, and this Warrant shall promptly be
canceled.


7. COVENANTS.




     a. Reservation of Common Stock. The Company covenants that, so long as this Warrant is
exercisable, the Company will reserve from its authorized and unissued Stock a sufficient number of
shares to provide for the delivery of Stock pursuant to the exercise of this Warrant. The Company
further covenants that all shares of Stock that shall be so deliverable upon exercise of this
Warrant shall be duly and validly issued and fully paid and nonassessable



     b. Notice of Certain Events. In the event that:




	 	(i)	 	the Company shall declare a dividend (or any other
distribution) on its Common Stock that would require an adjustment pursuant to
paragraphs (a), (b) or (c) of Section 4; or
	 
	 	(ii)	 	the Company shall authorize the granting to the holders of all
or substantially all of its Common Stock of rights or warrants to subscribe for
or purchase any share of any class or any other rights or warrants; or




 









 






	 	(iii)	 	of any reclassification or reorganization of the Common Stock
of the Company (other than a subdivision or combination of its outstanding
Common Stock, or a change in par value, or from par value to no par value, or
from no par value to par value), or of any consolidation or merger to which the
Company is a party and for which approval of any shareholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or
	 
	 	(iv)	 	of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company;




the Company shall cause to be mailed to the Holder as promptly as possible but in any event at
least five (5) days prior to the applicable date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend, distribution or rights or
warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights are to be determined, or (y) the
date on which such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange their Common Stock
for securities or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up.



8. CASHLESS EXERCISE RIGHTS.




     a. Cashless Exercise Provisions. Notwithstanding anything to the contrary contained herein, if, at
any time after the date that is two years after the Closing Date, the sale of all the Warrant
Shares is not covered by an effective registration statement registering such sale with the SEC (a
“Delinquency Period”), then the Holder shall have the right, with respect to any Notice of Exercise
of Warrant delivered during such Delinquency Period to pay the Exercise Price through a “cashless
exercise,” in which event the Company shall issue to the Holder, without the requirement that the
Holder pay any portion of the Exercise Price in cash or other consideration, the number of shares
of Stock determined as follows:



          X =    Y [(A-B)/A], where:




          X =    the number of shares of Stock to be issued to the Holder upon exercise.




          Y =    the number of shares of Stock with respect to which this Warrant is being exercised.




          A =    the arithmetic average of the VWAP of the Stock for the five Trading Days immediately
prior to (but not including) the Exercise Date.




          B =    the Exercise Price.




     b. Certain Definitions. For purposes of this Section 8, the following definitions shall apply:




	 	(i)	 	“Business Day” means any day except Saturday, Sunday and any
day which shall be a federal legal holiday or a day on which banking
institutions in the Commonwealth of Pennsylvania are authorized or required by
law or other governmental action to close.
	 
	 	(ii)	 	“Trading Day” means (a) any day on which the Stock is listed or
quoted and traded on its primary Trading Market, or (b) if the Stock is not
then listed or quoted and traded on any Trading Market, then any Business Day.
	 
	 	(iii)	 	“Trading Market” means the Nasdaq Global Market or any other
national securities exchange, market or trading or quotation facility on which
the Stock is then listed or quoted.




 









 






	 	(iv)	 	“VWAP” means on any particular Trading Day or for any
particular period the volume weighted average trading price per share of Stock
on such date or for such period on the primary Trading Market as reported by
Bloomberg L.P., or any successor performing similar functions.




9. MISCELLANEOUS.




     a. No Rights as Shareholder. This Warrant does not confer upon the Holder any rights of a
stockholder of the Company, including, without limitation, any right to vote or to consent to or
receive notice as a stockholder of the Company.



     b. Notices. Any notices required or permitted to be given under the terms of this Warrant shall be
written in the English language and shall be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier or by confirmed telecopy, and shall be effective
three (3) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if
delivered personally or by courier, or by confirmed telecopy, in each case addressed as follow: If
to the Company to: at 600 W. Germantown Pike, Suite 400, Plymouth Meeting, Pennsylvania 19462,
Attn: President, facsimile number (610) 940-1676 and if to the Holder to the address shown therefor
on the books and records of the Company. Any party may change its address for notice and the
address to which copies must be sent by giving notice of the new addresses to the other parties in
accordance with this Section 9, except that any such change of address notice shall not be
effective unless and until received.



     c. Governing Law. All questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be governed by and construed and enforced in accordance with
the laws of the State of Delaware without regard to principles of conflicts of laws.



     d. Amendment. This Warrant and any provision hereof may be amended solely by an instrument in
writing signed by the Company and Holder.



     e. Severability. In case any one or more of the provisions of this Warrant shall be determined by
a court of competent jurisdiction to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not in any way be
affected or impaired thereby.



     f. Assignment. This Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective permitted successors and assigns. Subject to the preceding sentence, nothing in
this Warrant shall be construed to give to any Person other than the Company and Holder any legal
or equitable right, remedy or cause of action under this Warrant.



     g. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof.


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized
officer, and the undersigned Holder has executed this Warrant, effective as of the date set forth
below.




	 	 	 	 	 	 	 
	Dated: November 1, 2007	 	BEIJING MED-PHARM CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






NOTICE OF EXERCISE OF WARRANT




To:       BEIJING MED-PHARM CORPORATION



The undersigned Holder hereby exercises the right to purchase                      shares of Common Stock,
$.001 par value, of Beijing Med-Pharm Corporation, a Delaware corporation (the “Company”), and
delivers to the Company herewith the Exercise Price.



You will kindly forward a certificate or certificates for the shares purchased hereby and, if such
shares shall not include all of the shares provided in this Warrant, a new Warrant of like tenor
and date for the balance of the shares issuable thereunder shall be delivered to the undersigned at
the address set forth below.




	 	 	 	 	 	 	 	 	 
	Date:                                         
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name of Holder	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Address: