Unassociated Document


    
      Exhibit
        4.2 

      


      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
        MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM,
        OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
        EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
        THE
        SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 

       

      ________,
        2008       W- 2008-BB-01   

       

      CLASS
        BB COMMON STOCK PURCHASE WARRANT


       

      To
        Purchase __________Shares of Common Stock of

       

      BIO-BRIDGE
        SCIENCE, INC.

       

      THIS
        CLASS AB COMMON STOCK PURCHASE WARRANT (the “Warrant”)
        certifies that, for value received, ______________(the “Holder”),
        is
        entitled, upon the terms and subject to the limitations on exercise and the
        conditions hereinafter set forth, at any time on or after the date hereof
        (the
“Initial
        Exercise Date”)
        and on
        or prior to the close of business on the fifth anniversary of the Initial
        Exercise Date (the “Termination
        Date”)
        but
        not thereafter, to subscribe for and purchase from BIO-BRIDGE SCIENCE, Inc.,
        a
        Delaware corporation (the “Company”),
        up
        to
        _________  shares
        (the “Warrant
        Shares”)
        of
        Common Stock, par value $0.001 per share, of the Company (the “Common
        Stock”). 
        The purchase price of one share of Common Stock under this Warrant shall
        be
        equal to the Exercise Price, as defined in Section 2(b).

      


      Section
        1.              
        Definitions. 
        Capitalized terms used and not otherwise defined herein shall have the meanings
        set forth in that certain Regulation S Securities Purchase Agreement (the
        “Purchase
        Agreement”),
        dated
        ________ 2008, among the Company and the purchaser thereto.

       

      Section
        2.              
        Exercise.

       

      a)         
        Exercise
        of Warrant. 
        Exercise of the purchase rights represented by this Warrant may be made at
        any
        time or times on or after the Initial Exercise Date and on or before the
        Termination Date by delivery to the Company of a duly executed facsimile
        copy of
        the Notice of Exercise Form annexed hereto (or such other office or agency
        of
        the Company as it may designate by notice in writing to the registered Holder
        at
        the address of such Holder appearing on the books of the Company); provided,
        however,
        within
        5 Trading Days of the date said Notice of Exercise is delivered to the Company,
        the Holder shall have surrendered this Warrant to the Company and the Company
        shall have received payment of the aggregate Exercise Price of the shares
        thereby purchased by wire transfer or cashier’s check drawn on a United States
        bank.

       

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      b)          Exercise
        Price. 
        The exercise price of the Common Stock under this Warrant shall be $1.10
        (the
“Exercise
        Price”).

       

      c)            
        Mechanics
        of Exercise.

       

      i.    Authorization
        of Warrant Shares. 
        The Company covenants that all Warrant Shares which may be issued upon the
        exercise of the purchase rights represented by this Warrant will, upon exercise
        of the purchase rights represented by this Warrant, be duly authorized, validly
        issued, fully paid and nonassessable and free from all taxes, liens and charges
        in respect of the issue thereof (other than taxes in respect of any transfer
        occurring contemporaneously with such issue).  The Company covenants that
        during the period the Warrant is outstanding, it will reserve from its
        authorized and unissued Common Stock a sufficient number of shares to provide
        for the issuance of the Warrant Shares upon the exercise of any purchase
        rights
        under this Warrant.  The Company further covenants that its issuance of
        this Warrant shall constitute full authority to its officers who are charged
        with the duty of executing stock certificates to execute and issue the necessary
        certificates for the Warrant Shares upon the exercise of the purchase rights
        under this Warrant.  The Company will take all such reasonable action as
        may be necessary to assure that such Warrant Shares may be issued as provided
        herein without violation of any applicable law or regulation, or of any
        requirements of the Trading Market upon which the Common Stock may be
        listed.

       

      ii.    
        Delivery
        of Certificates Upon Exercise. 
        Issuance of Warrant shares purchased shall be evidenced and be booked on
        the
        shareholder list of the Company by the transfer agent of the Company within
        two
        weeks and otherwise by physical delivery to the address specified by the
        Holder
        in the Notice of Exercise within two weeks from the delivery to the Company
        of
        the Notice of Exercise Form, surrender of this Warrant and payment of the
        aggregate Exercise Price as set forth above if the purchaser requests so
        (“Warrant
        Share Delivery Date”). 
        This Warrant shall be deemed to have been exercised on the date the Exercise
        Price is received by the Company.  The Warrant Shares shall be deemed to
        have been issued, and Holder or any other person so designated to be named
        therein shall be deemed to have become a holder of record of such shares
        for all
        purposes, as of the date the Warrant has been exercised by payment to the
        Company of the Exercise Price and all taxes required to be paid by the Holder,
        if any, prior to the issuance of such shares, have been paid.

       

      iii.   
        Delivery
        of New Warrants Upon Exercise. 
        If this Warrant shall have been exercised in part, the Company shall, at
        the
        time of delivery of the certificate or certificates representing Warrant
        Shares,
        deliver to Holder a new Warrant evidencing the rights of Holder to purchase
        the
        unpurchased Warrant Shares called for by this Warrant, which new Warrant
        shall
        in all other respects be identical with this Warrant.

       

      iv.   
        No
        Fractional Shares or Scrip. 
        No fractional shares or scrip representing fractional shares shall be issued
        upon the exercise of this Warrant.  

       

      v.    
        Charges,
        Taxes and Expenses. 
        Issuance of certificates for Warrant Shares shall be made without charge
        to the
        Holder for any issue or other incidental expense in respect of the issuance
        of
        such certificate, all of which taxes and expenses shall be paid by the Company,
        and such certificates shall be issued in the name of the Holder or in such
        name
        or names as may be directed by the Holder; provided,
        however,
        that in
        the event certificates for Warrant Shares are to be issued in a name other
        than
        the name of the Holder, this Warrant when surrendered for exercise shall
        be
        accompanied by the Assignment Form attached hereto duly executed by the Holder;
        and the Company may require, as a condition thereto, the payment of a sum
        sufficient to reimburse it for any transfer tax incidental thereto.

       

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      vi.   
        Closing
        of Books. 
        The Company will not close its stockholder books or records in any manner
        which
        prevents the timely exercise of this Warrant pursuant to the terms
        hereof.

       

      Section
        3.              
        Certain Adjustment.

       

      a)            
        Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding: (A) pays a stock
        dividend or otherwise make a distribution or distributions on shares of its
        Common Stock or any other equity or equity equivalent securities payable
        in
        shares of Common Stock (which, for avoidance of doubt, shall not include
        any
        shares of Common Stock issued by the Company pursuant to this Warrant), (B)
        subdivides outstanding shares of Common Stock into a larger number of shares,
        (C) combines (including by way of reverse stock split) outstanding shares
        of
        Common Stock into a smaller number of shares, or (D) issues by reclassification
        of shares of the Common Stock any shares of capital stock of the Company,
        then
        in each case the Exercise Price shall be multiplied by a fraction of which
        the
        numerator shall be the number of shares of Common Stock (excluding treasury
        shares, if any) outstanding before such event and of which the denominator
        shall
        be the number of shares of Common Stock outstanding after such event and
        the
        number of shares issuable upon exercise of this Warrant shall be proportionately
        adjusted.  Any adjustment made pursuant to this Section 3(a) shall become
        effective immediately after the record date for the determination of
        stockholders entitled to receive such dividend or distribution and shall
        become
        effective immediately after the effective date in the case of a subdivision,
        combination or re-classification.

       

      b)           
        Calculations.
        Calculations under this Section 3 shall be made to the nearest cent or the
        nearest 1/100th of a share, as the case may be. The number of shares of Common
        Stock outstanding at any given time shall not includes shares of Common Stock
        owned or held by or for the account of the Company, and the description of
        any
        such shares of Common Stock shall be considered on issue or sale of Common
        Stock.  For purposes of this Section 3, the number of shares of Common
        Stock deemed to be issued and outstanding as of a given date shall be the
        sum of
        the number of shares of Common Stock (excluding treasury shares, if any)
        issued
        and outstanding.

       

      c)            
        Notice
        to Holders.

       

      Adjustment
        to Exercise Price.
        Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company
        shall promptly mail to each Holder a notice setting forth the Exercise Price
        after such adjustment and setting forth a brief statement of the facts requiring
        such adjustment.

       

      d)           
        Reorganizations,
        etc. 
In
        case, at any time during the Exercise Period, of any capital reorganization,
        of
        any reclassification of the stock of the Company (other than a change in
        par
        value or from par value to no par value or from no par value to par value
        or as
        a result of a stock dividend or subdivision, split-up or combination of shares),
        or the consolidation or merger of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the continuing
        operation and which does not result in any change or reclassification in
        the
        Warrant Shares) or of the sale of all or substantially all the properties
        and
        assets of the Company as an entirety to any other corporation, the Company,
        at
        its sole discretion, shall have the right and option to (A) provide 10 days
        prior written notice of such event to the Holder and this Warrant shall
        terminate and be of no further force and effect on and after the effective
        date
        of such capital reorganization or reclassification or the consummation of
        such
        consolidation, sale or merger; or (B) provide that this Warrant shall, after
        such reorganization, reclassification, consolidation, merger or sale, be
        exercisable for the kind and number of shares of stock or other securities
        or
        property of the Company or of the corporation resulting from such consolidation
        or surviving such merger or to which such properties and assets shall have
        been
        sold to which such holder would have been entitled if he, she or it had held
        the
        Warrant Shares issuable upon the exercise hereof immediately prior to such
        reorganization, reclassification, consolidation, merger or sale.

       

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      e)           
        Exempt
        Issuance.
        Notwithstanding the foregoing, no adjustments, nor notices shall be made,
        paid
        or issued under this Section 3 in respect of an Exempt Issuance.

       

      Section
        4.              
        Transfer
        of Warrant.

       

      a)            
        Transferability. 
        Subject to compliance with any applicable securities laws and the conditions
        set
        forth in Sections 5(a) and 4(d) hereof and to the provisions of Section 4.1
        of
        the Purchase Agreement, this Warrant and all rights hereunder are transferable,
        in whole or in part, upon surrender of this Warrant at the principal office
        of
        the Company, together with a written assignment of this Warrant substantially
        in
        the form attached hereto duly executed by the Holder or its agent or attorney
        and funds sufficient to pay any transfer taxes payable upon the making of
        such
        transfer.  Upon such surrender and, if required, such payment, the Company
        shall execute and deliver a new Warrant or Warrants in the name of the assignee
        or assignees and in the denomination or denominations specified in such
        instrument of assignment, and shall issue to the assignor a new Warrant
        evidencing the portion of this Warrant not so assigned, and this Warrant
        shall
        promptly be cancelled. A Warrant, if properly assigned, may be exercised by
        a new holder for the purchase of Warrant Shares without having a new Warrant
        issued.

       

      b)           
        New
        Warrants.
        This
        Warrant may be divided or combined with other Warrants upon presentation
        hereof
        at the aforesaid office of the Company, together with a written notice
        specifying the names and denominations in which new Warrants are to be issued,
        signed by the Holder or its agent or attorney.  Subject to compliance with
        Section 4(a), as to any transfer which may be involved in such division or
        combination, the Company shall execute and deliver a new Warrant or Warrants
        in
        exchange for the Warrant or Warrants to be divided or combined in accordance
        with such notice.

       

      c)            
        Warrant
        Register.
        The
        Company shall register this Warrant, upon records to be maintained by the
        Company for that purpose (the “Warrant
        Register”),
        in
        the name of the record Holder hereof from time to time.  The Company may
        deem and treat the registered Holder of this Warrant as the absolute owner
        hereof for the purpose of any exercise hereof or any distribution to the
        Holder,
        and for all other purposes, absent actual notice to the contrary.

       

      d)           
        Transfer
        Restrictions.
        If, at
        the time of the surrender of this Warrant in connection with any transfer
        of
        this Warrant, the transfer of this Warrant shall not be registered pursuant
        to
        an effective registration statement under the Securities Act and under
        applicable state securities or blue sky laws, the Company may require, as
        a
        condition of allowing such transfer (i) that the Holder or transferee of
        this
        Warrant, as the case may be, furnish to the Company a written opinion of
        counsel
        (which opinion shall be in form, substance and scope customary for opinions
        of
        counsel in comparable transactions) to the effect that such transfer may
        be made
        without registration under the Securities Act and under applicable state
        securities or blue sky laws, (ii) that the holder or transferee execute and
        deliver to the Company an investment letter in form and substance acceptable
        to
        the Company and (iii) that the transferee be an “accredited investor” as defined
        in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
        Securities Act or a qualified institutional buyer as defined in Rule 144A(a)
        under the Securities Act.

       

      Section
        5.              
        Miscellaneous.

       

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      a)            
        Title
        to Warrant. 
        Prior to the Termination Date and subject to compliance with applicable laws
        and
        Section 4 of this Warrant, this Warrant and all rights hereunder are
        transferable, in whole or in part, at the office or agency of the Company
        by the
        Holder in person or by duly authorized attorney, upon surrender of this Warrant
        together with the Assignment Form annexed hereto properly endorsed.  The
        transferee shall sign an investment letter in form and substance reasonably
        satisfactory to the Company.

       

      b)           
        No
        Rights as Shareholder Until Exercise. 
        This Warrant does not entitle the Holder to any voting rights or other rights
        as
        a shareholder of the Company prior to the exercise hereof.  Upon the
        surrender of this Warrant and the payment of the aggregate Exercise Price,
        the
        Warrant Shares so purchased shall be and be deemed to be issued to such Holder
        as the record owner of such shares as of the close of business on the later
        of
        the date of such surrender or payment.

       

      c)            
        Loss,
        Theft, Destruction or Mutilation of Warrant.
        The
        Company covenants that upon receipt by the Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of this
        Warrant
        or any stock certificate relating to the Warrant Shares, and in case of loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it
        (which, in the case of the Warrant, shall not include the posting of any
        bond),
        and upon surrender and cancellation of such Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of such cancellation, in lieu of such Warrant
        or
        stock certificate.

       

      d)           
        Saturdays,
        Sundays, Holidays, etc. 
        If the last or appointed day for the taking of any action or the expiration
        of
        any right required or granted herein shall be a Saturday, Sunday or a legal
        holiday, then such action may be taken or such right may be exercised on
        the
        next succeeding day not a Saturday, Sunday or legal holiday.

       

      e)            
        Authorized
        Shares.
        The
        Company covenants that during the period the Warrant is outstanding, it will
        reserve from its authorized and unissued Common Stock a sufficient number
        of
        shares to provide for the issuance of the Warrant Shares upon the exercise
        of
        any purchase rights under this Warrant.  The Company further covenants that
        its issuance of this Warrant shall constitute full authority to its officers
        who
        are charged with the duty of executing stock certificates to execute and
        issue
        the necessary certificates for the Warrant Shares upon the exercise of the
        purchase rights under this Warrant.  The Company will take all such
        reasonable action as may be necessary to assure that such Warrant Shares
        may be
        issued as provided herein without violation of any applicable law or regulation,
        or of any requirements of the Trading Market upon which the Common Stock
        may be
        listed.

       

      Except
        and to the extent as waived or consented to by the Holder, the Company shall
        not
        by any action, including, without limitation, amending its certificate of
        incorporation or through any reorganization, transfer of assets, consolidation,
        merger, dissolution, issue or sale of securities or any other voluntary action,
        avoid or seek to avoid the observance or performance of any of the terms
        of this
        Warrant, but will at all times in good faith assist in the carrying out of
        all
        such terms and in the taking of all such actions as may be necessary or
        appropriate to protect the rights of Holder as set forth in this Warrant
        against
        impairment.  Without limiting the generality of the foregoing, the Company
        will (a) not increase the par value of any Warrant Shares above the amount
        payable therefore upon such exercise immediately prior to such increase in
        par
        value, (b) take all such action as may be necessary or appropriate in order
        that
        the Company may validly and legally issue fully paid and nonassessable Warrant
        Shares upon the exercise of this Warrant, and (c) use commercially reasonable
        efforts to obtain all such authorizations, exemptions or consents from any
        public regulatory body having jurisdiction thereof as may be necessary to
        enable
        the Company to perform its obligations under this Warrant.

       

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      Before
        taking any action which would result in an adjustment in the number of Warrant
        Shares for which this Warrant is exercisable or in the Exercise Price, the
        Company shall obtain all such authorizations or exemptions thereof, or consents
        thereto, as may be necessary from any public regulatory body or bodies having
        jurisdiction thereof.

       

      f)          
        Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be determined in accordance with the provisions of
        the
        Securities Purchase Agreement.

       

      g)         
        Restrictions. 
        The Holder acknowledges that the Warrant Shares acquired upon the exercise
        of
        this Warrant, if not registered, will have restrictions upon resale imposed
        by
        state and federal securities laws.

       

      h)         
        Nonwaiver
         
No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder shall operate as a waiver of such right or otherwise prejudice
        Holder’s rights, powers or remedies, notwithstanding the fact that all rights
        hereunder terminate on the Termination Date. 

       

      i)            
        Notices. 
        Any notice, request or other document required or permitted to be given or
        delivered to the Holder by the Company shall be delivered in accordance with
        the
        notice provisions of the Purchase Agreement.

       

      j)           
        Limitation
        of Liability. 
        No provision hereof, in the absence of any affirmative action by Holder to
        exercise this Warrant or purchase Warrant Shares, and no enumeration herein
        of
        the rights or privileges of Holder, shall give rise to any liability of Holder
        for the purchase price of any Common Stock or as a stockholder of the Company,
        whether such liability is asserted by the Company or by creditors of the
        Company.

       

      k)          
        Remedies.
         Holder, in addition to being entitled to exercise all rights granted by
        law, including recovery of damages, will be entitled to specific performance
        of
        its rights under this Warrant.  The Company agrees that monetary damages
        would not be adequate compensation for any loss incurred by reason of a breach
        by it of the provisions of this Warrant and hereby agrees to waive the defense
        in any action for specific performance that a remedy at law would be
        adequate.

       

      l)             
        Successors
        and Assigns. 
        Subject to applicable securities laws, this Warrant and the rights and
        obligations evidenced hereby shall inure to the benefit of and be binding upon
        the successors of the Company and the successors and permitted assigns of
        Holder.  The provisions of this Warrant are intended to be for the benefit
        of all Holders from time to time of this Warrant and shall be enforceable
        by any
        such Holder or holder of Warrant Shares.

       

      m)           
        Amendment. 
        This Warrant may be modified or amended or the provisions hereof waived with
        the
        written consent of the Company and the Holder.

       

      n)           
        Severability. 
        Wherever possible, each provision of this Warrant shall be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Warrant shall be prohibited by or invalid under applicable law, such
        provision shall be ineffective to the extent of such prohibition or invalidity,
        without invalidating the remainder of such provisions or the remaining
        provisions of this Warrant.

       

      o)           
        Headings. 
        The headings used in this Warrant are for the convenience of reference only
        and
        shall not, for any purpose, be deemed a part of this Warrant.

       

      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
        officer thereunto duly authorized.

       

      Dated: 
        ________, 2008 

       

      
        	
                 

              	
                BIO-BRIDGE
                  SCIENCE, INC.

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                 

              	
                Name:
                  Liang Qiao, MD

              
	
                 

              	
                 

              	
                Title:
                  Chairman & Chief Executive
                  Officer

              


      

       

       

      NOTICE
        OF EXERCISE

       

      TO:        
        BIO-BRIDGE SCIENCE, INC.

       

      (1)  
        The undersigned hereby elects to purchase _____________ Warrant Shares of
        the
        Company pursuant to the terms of the attached Warrant (only if exercised
        in
        full), and tenders herewith payment of the exercise price in full, together
        with
        all applicable transfer taxes, if any.

       

      (2)  
        Payment shall take in the form in lawful money of the United States. The
        amount
        is ___________.

       

      (3)  
        Please issue a certificate or certificates representing said Warrant Shares
        in
        the name of the undersigned or in such other name as is specified
        below:

       

      The
        Warrant Shares shall be delivered to the following:

       

       

      (4) 
        Accredited
        Investor. 
        The undersigned is an “accredited investor” as defined in Regulation D
        promulgated under the Securities Act of 1933, as amended. 

       

      [SIGNATURE
        OF HOLDER]

       

      
        	
                Name
                  of Investing Entity:

              
	
                Signature
                  of Authorized Signatory of Investing Entity:

              
	
                Name
                  of Authorized Signatory:

              
	
                Title
                  of Authorized Signatory:

              
	
                Date:

              
	 


      

      


      


      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      ASSIGNMENT
        FORM

       

      (To
        assign the foregoing warrant, execute

      this
        form
        and supply required information. 

      Do
        not
        use this form to exercise the warrant.)

       

      FOR
        VALUE
        RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
        assigned to

       

                                                                                                                 
        whose address is    .

       

      
        	 	
                Dated:

              	
                 

              	
                ,

              	
                 

              	
                 

              
	
                 

              
	
                 

              	
                 

              
	
                 

              	
                Holder’s
                  Signature:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                Holder’s
                  Address:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                Signature
                  Guaranteed: 

              	
                 

              	
                 

              	
                 

              
	 	 	 	 	 	 	 	 	 	 	 


      

       

      NOTE: 
        The signature to this Assignment Form must correspond with the name as it
        appears on the face of the Warrant, without alteration or enlargement or
        any
        change whatsoever, and must be guaranteed by a bank or trust company. 
Officers of corporations and those acting in a fiduciary or other representative
        capacity should file proper evidence of authority to assign the foregoing
        Warrant.