ex102.htm


    Exhibit
10.2

     

    COMMON
STOCK WARRANT

    CHANGDA
INTERNATIONAL HOLDINGS, INC.

    


    NEITHER
THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO SALE, TRANSFER OR
OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT
(i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN
OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (iii) RECEIPT OF A NO-ACTION
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT
REGISTRATION UNDER THE ACT IS NOT REQUIRED. THE WARRANT EVIDENCED HEREBY IS
NON-TRANSFERABLE

     

            Right
to Purchase  1,130,000

     

    Shares of
Common Stock

     

            Changda
International Holdings, Inc.  a Nevada corporation (the "Company") hereby certified
that, for value received, Marshall Islands Company, is entitled, on the terms
set forth below, to purchase from the Company at any time during the period
commencing on January 2, 2009 (the "Exercisability Date") and,
subject to the provisions of Section 1 below, ending at 5:00 p.m.,
Easter Standard time, on January 2, 2012, One million one hundred thirty
Thousand  (1,130,000) fully paid and nonassessable shares of the
common stock, par value $0.001 per share (the "Warrant Shares"), of the
Company, at a price of $1.20 per share, subject to adjustments as provided below
(the "Purchase Price").
As used herein, the term "Stock" shall mean the
Company's presently authorized common stock or any stock into or for which such
common stock may hereafter be converted or exchanged prior to or concurrent with
the exercise of this Warrant.

     

     

    1.
Expiration. This Warrant shall
expire upon the first to occur of the following: (i) 5:00 p.m.,
Easterm Standard time, on January  2, 2012; and (ii) the sale of all
or substantially all of the assets of the Company or an acquisition of the
Company by another corporation or entity by consolidation, merger or other
reorganization or series of related transactions in which the holders of the
Company's outstanding voting stock immediately prior to such transaction own,
immediately after such transaction, securities representing less than fifty
percent (50%) of the voting power of the surviving corporation, the surviving
entity or the entity that controls such surviving entity (such sale of assets or
acquisition, a "Merger or
Consolidation").

     

    2.Exercise of
Warrant.

     

    (a)
Exercisability of the
Warrant. This Warrant will become exercisable on the Exercisability
Date.

     

    (b)
Full Exercise. This Warrant
may be exercised by the Holder at any time during the period commencing on the
Exercisability Date and ending upon its expiration for the full

    number of
Warrant Shares by surrendering this Warrant and the Notice of Exercise attached
hereto as Exhibit A
properly endorsed to the Company's principal office, accompanied by payment in
cash, by check or by wire transfer in an amount equal to the product of the
Purchase Price and the number of Warrant Shares indicated on the face of this
Warrant.

     

    (c)
Taxes. The Company will not
be required to pay any tax imposed in connection with any transfer involved in
the issuance of a Warrant or a certificate for shares of Stock in any name other
than that of the original holder hereof, and in such case, the Company will not
be required to issue or deliver any stock certificate or warrant until such tax
is paid.

     

     

    
      
        
        

      

      
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    3.
Representations and Covenants of the
Holder. This Warrant has been issued by the Company in reliance upon the
following representations and covenants of the Holder:

    


    


    (a)
Investment Purpose. The Stock
issuable upon exercise of the Holder's rights contained herein will be acquired
for investment and not with a view to the sale or distribution of any part
thereof, and the holder has no present intention of selling or engaging in any
public distribution of the same except pursuant to a registration or
exemption.

     

    (b)
Private Issue. The Holder
understands (i) that the Stock issuable upon exercise of this Warrant is
not registered under the Act or qualified under applicable state securities laws
on the ground that the issuance contemplated by this Warrant will be exempt from
the registration and qualifications requirements thereof, and (ii) that the
Company's reliance on such exemption is predicated on the representations set
forth in this Section 3.

     

    (c)
Disposition of Holder's Rights.
This Warrant and all rights hereunder are non-transferable.

    The Stock
issuable upon exercise of this Warrant is non-transferable, except in accordance
with the terms of this provision. Notwithstanding the foregoing, the
restrictions imposed upon the transferability of shares of the Stock shall
terminate as to any particular share of Stock when (1) the transfer of such
security shall have been effectively registered under the Act and transferred by
the Holder thereof in accordance with such registration, or (2) such
security shall have been sold without registration in compliance with
Rule 144 under the Act or (3) a letter shall have been issued to the
Holder at its request by the staff of the Securities and Exchange Commission or
a ruling shall have been issued to the Holder at its request by such Commission
stating that no action shall be recommended by such staff or taken by such
Commission, as the case may be, if such security is transferred without
registration under the Act in accordance with the conditions set forth in such
letter or ruling and such letter or ruling specifies that no subsequent
restrictions on transfer are required. Whenever the Stock issuable upon exercise
of this Warrant may be sold pursuant to Rule 144(k), the restrictions
imposed herein shall terminate, the Holder or holder of a share of Stock issued
upon exercise of

    this
Warrant as to which such restrictions have terminated shall be entitled to
receive from the Company, without expense to such holder, one or more new
certificates for the Warrant or for such shares of Stock not bearing any
restrictive legend.

     

    (d)
Financial Risk. The Holder
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment, and has the
ability to bear the economic risks of its investment.

     

    (e)
Risk of No Registration. The
Holder understands that if a registration statement covering the transfer of the
Stock under the Act is not in effect when it desires to sell the Stock issuable
upon exercise of this Warrant, it may be required to hold such securities for an
indefinite period. The Holder also understands that any sale of Stock issuable
upon exercise of this Warrant which might be made by it in reliance upon
Rule 144 under the Act may be made only in accordance with the terms and
conditions of that Rule.

     

    4.
Delivery of Stock
Certificates on Exercise. Promptly after the exercise
of this Warrant and the payment of the Purchase Price pursuant to
Section 2(b) or after the net exercise of this Warrant pursuant to
Section 2(c), the Company will issue to the Holder or upon the order of the
Holder hereof, a certificate or certificates for the number of whole shares of
Stock to which the Holder is entitled; provided, however, that (i) the
Holder shall have furnished to the Company at the time of such exercise a signed
Investment Representation Statement substantially in the form attached hereto as
Exhibit B and
(ii) the Company will place on each certificate the following
legend:

     

    "THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT

     

    
      
        
        

      

      
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    OF 1933,
AS AMENDED (THE "ACT").
THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT.

     

    Furthermore,
the Company will place on each certificate any legend required by any applicable
state blue sky law.

     

    5.
Adjustment for
Dividends in Other Stock or Property; Reclassifications. The Purchase
Price and the number and type of Warrant Shares and/or other property issuable
upon exercise of this Warrant shall be appropriately and proportionately
adjusted to reflect any stock dividend, stock split, combination of shares,
reclassification, recapitalization, any corporate reorganization other than as
provided in Section 1 hereof or other similar event affecting the number or
character of outstanding Warrant Shares, so that the number and type of
securities and/or other property issuable upon exercise of this Warrant shall be
equal to that which would have been issuable with respect to the number of
Warrant Shares subject hereto at the time of such event, had such Warrant Shares
then been outstanding.

     

    6.
Certificate as to
Adjustments. In each case of an adjustment in the Purchase Price or in
the shares of Stock or other stock, securities or property receivable on the
exercise of the Warrant, the Company, at its expense, will compute such
adjustment in accordance with the terms of the Warrant and prepare a certificate
setting forth such adjustment and showing in detail the facts upon which the
adjustment is based. The Company will mail a copy of each such certificate to
the Holder of the Warrant outstanding at that time.

     

    7.
Notices of Record
Date. In case (i) the Company takes a record of the holders of its
Stock (or other stock or securities at the time receivable upon the exercise of
the Warrant) for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for any purchase any shares of stock of
any class or any other securities; or (ii) of any capital reorganization of
the Company, any reclassification of the common stock of the Company, any
consolidation or merger of the Company with or into another corporation,
including, without limitation, any Merger or Consolidation, or any conveyance of
all or substantially all of the assets of the Company to another corporation; or
(iii) of any voluntary dissolution,, liquidation or winding-up on the
Company; then, in each such case. The Company will mail or cause to be mailed to
each Holder of a Warrant at the time outstanding a notice specifying, as the
case may be, (a) the date on which a record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (b) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and time, if any is to
be fixed as of which the holders of record of Stock (or such other stock or
securities at the time receivable upon the exercise of the Warrant) will be
entitled to exchange their shares of Stock (or such other stock or securities)
for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up, and in the case of a reorganization, consolidation, merger or
conveyance, the fair market value of such securities or other property as
determined by the Board of Directors of the Company. Such notice shall be mailed
at least ten (10) days prior to the date specified therein; provided,
however, that in the event of a Merger or Consolidation the Company shall use
its best efforts to provide such notice in accordance with Section 11 below
at least twenty-one (21) days prior to the closing date of such Merger or
Consolidation and, in any event, shall provide such notice in accordance with
Section 11 below at least fifteen (15) days prior to such closing
date.

     

    8.
Reservation of
Stock Issuable on Exercise of Warrant. The Company will at all times
reserve and keep available, solely for issuance and delivery upon the exercise
of this Warrant, all such shares of Stock and
other stock, or such other stock, securities and property as from time to time
are receivable upon the exercise of the Warrant.

     

     

    
      
        
        

      

      
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    9.
Replacement of
Warrant. Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement in such
reasonable

    amount as
the Company may determine, or (in the case of mutilation) upon surrender and
cancellation thereof, the Company at its expense, will issue a replacement
warrant in substantially identical form to this Warrant.

     

    10.
Notices.
Any notices, demand, offer, request or other communication required or permitted
to be given by either the Company or a Holder (collectively, a "Notice") pursuant to the terms
of this Agreement, if delivered to the Holder, shall be sent to the following
address:

     

    


    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

     

    or at
such other addressed provided to the Company or such other address as a party
may request by notifying the other in writing.

     

    (a)
Any
notice shall be delivered in writing. Any such Notice shall be deemed
effectively given the earlier of (i) when received, (ii) when
delivered personally, (iii) one (1) business day after being delivered
by facsimile (with receipt of appropriate confirmation), (iv) one
(1) business day after being deposited with an overnight courier service
and (v) four (4) days after being deposited in the U.S. mail, First
Class with postage prepaid.

     

    11.
Change;
Waiver. Neither this warrant nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.

     

    12.
No Fractional
Shares or Script. No fractional shares or script representing fractional
shares shall be issued upon the exercise of this Warrant, but in lieu of such
fractional shares the Company shall make cash payment therefore upon the basis
of the Purchase Price then in effect.

     

    13.
No Rights as
Stockholder. This Warrant does not entitle the Holder to any voting
rights or other rights as a stockholder of the Company prior to the exercise of
this Warrant.

     

    14.
Headings.
The headings in this Warrant are for purposes of reference only and shall not be
deemed to constitute a part hereof.

     

    15.
Counterparts.
This Warrant may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
instrument.

     

    16.
Governing
Law. This Warrant is delivered in the State of Delaware and shall be
construed in accordance with and governed by the laws of such
state.

     

     

    
      
        
        

      

      
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    17.
Confidentiality;
No Public Disclosure. The terms and conditions of this Warrant are
confidential. Neither party shall make any public disclosure concerning the
terms and conditions of this Warrant without the prior written consent of the
other party, except as required by the rules and regulations of the securities
and Exchange Commission, the Nasdaq National Market or any other applicable
stock exchanges.

    


    
      	
              Dated:
      January 2, 20009

            	 
      	
              Changda
      International Holdings, Inc.

            
	 
      	 
      	
               

              /s/  Jan
      Pannemann

              
                
      

              Signature
      of Authorized Signatory

            
	 
      	 
      	
               

              Charles
      Brock

              
                
      

              Print
      Name and Title

            
	
               

              Agreed
      and Accepted:

            	 
      	 
      
	 
      	 
      	
               

              /s/     

              
                
      

              Signature
      of Authorized Signatory

            
	 
      	 
      	
               

              
                
      

              Print
      Name and Title

            


    

     

     

    
      
        
        

      

      
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    EXHIBIT
A

    


    NOTICE
OF EXERCISE

    TO:
CHANGDA INTERNATIONAL HOLDINGS INC.

     

            1.     The
undersigned hereby elects to purchase 1,130,000 shares of Common Stock
of  Changda International Holdings, Inc.. pursuant to the terms of the
attached Warrant.

            2.     Exercise
(Please initial the blank):

     

    
      	
              
                
       

            	 
      	
              The
      undersigned elects to exercise the attached Warrant by means of a cash
      payment, and tenders herewith payment in full for the purchase price of
      the shares being purchased, together with all applicable transfer taxes,
      if any.

            


    

    


    .

    Please
issue a certificate, or certificates representing said shares of stock, in the
name of the undersigned or in such other name as are specified
below

    


    
      	 
      	 
      	
              
                
      

              (Name)

            	 
      	 
      
	 
      	 
      	
              
                
       

            	 
      	 
      
	 
      	 
      	
              
                
      

              (Address)

            	 
      	 
      


    

     

    4.
The
undersigned represents that the aforesaid shares of stock are being acquired for
the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares. In support
thereof, the undersigned has executed an Investment Representation Statement
attached hereto as Exhibit B.

    
      	 
      	 
      	
               

              
                
      

              Name
      of Warran tholder

            
	 
      	 
      	
               

              
                
      Signature
      of Authorized Signatory

            
	 
      	 
      	
               

              
                
      

              Print
      Name and Title

            


    

     

     

     

     

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