Yayi International Inc.  - Exhibit 4.2 - Filed by newsfilecorp.com






Exhibit 4.2

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS
WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT. 

YAYI INTERNATIONAL INC.

SERIES F COMMON STOCK PURCHASE WARRANT 

	Warrant No. _________________	Original Issue Date: ____, 2010 
	Initial Holder:
      [                    
      ] 	No. of Shares Subject to Warrant:
      [                ]
    
	 	Initial Exercise Price Per Share: $2.50
    
	 	(subject to the adjustment pursuant to Section
      9) 
		Expiration Time: 5:00 p.m., New York
      time, on ___, 2013 


          Yayi
International Inc., a Delaware corporation (the “Company”), hereby
certifies that, for value received, the Initial Holder shown above, or its
permitted registered assigns (the “Holder”), is entitled to purchase from
the Company up to the number of shares of its common stock, par value $0.001 per
share (the “Common Stock”), shown above (each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at the exercise
price shown above (as may be adjusted from time to time as provided herein, the
“Exercise Price”), at any time and from time to time on or after the
original issue date indicated above (the “Original Issue Date”) and
through and including the expiration time shown above (the “Expiration
Time”), and subject to the following terms and conditions: 

          This
Warrant is being issued pursuant to a Securities Purchase Agreement, dated ____,
2010 (the “SPA”), by and among the Company, the Initial Holder and the
other parties thereto.

          1.           Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms
that are not otherwise defined herein have the meanings given to such terms in
the SPA. 

          2.          
List of Warrant Holders. 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 (which shall include the
Initial Holder or, as the case may be, any registered assignee to which this
Warrant is permissibly assigned hereunder 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. 




          3.           List
of Transfers; Restrictions on Transfer. The Company shall register any
transfer of all or any portion of this Warrant in the Warrant Register, upon
surrender of this Warrant, with the Form of Assignment attached hereto duly
completed and signed, to the Company at its address specified herein. Upon any
such registration or transfer, a new Warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new Warrant, a “New
Warrant”), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New Warrant by the transferee thereof shall be
deemed the acceptance by such transferee of all of the rights and obligations in
respect of the New Warrant that the Holder has in respect of this Warrant. 

          4.           Exercise
and Duration of Warrant. 

                         (a)           All
or any part of this Warrant shall be exercisable by the registered Holder in any
manner permitted by this Section 4 at any time and from time to time on or after
the Original Issue Date and through and including the Expiration Time. At the
Expiration Time, the portion of this Warrant not exercised prior thereto shall
be and become void and of no value and this Warrant shall be terminated and
shall no longer be outstanding. 

                         (b)           The
Holder may exercise this Warrant by delivering to the Company: (i) an exercise
notice, in the form attached hereto (the “Exercise Notice”), completed
and duly signed, and (ii) if such Holder is not utilizing the cashless exercise
provisions set forth in this Warrant, payment by wire transfer of immediately
available funds to an account designated by the Company of the Exercise Price
for the number of Warrant Shares as to which this Warrant is being exercised.
The Holder shall be required to deliver the original Warrant in order to effect
an exercise hereunder. The date such items are delivered to the Company (as
determined in accordance with the notice provisions hereof) is an “Exercise
Date.” Execution and delivery of the Exercise Notice shall have the same
effect as cancellation of the original Warrant and issuance of a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares. 

                         (c)          
Notwithstanding anything contained herein to the contrary, the Holder may, in
its sole discretion, exercise this Warrant in whole or in part and, in lieu of
making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Exercise Price, elect instead to receive upon
such exercise the “Net Number” of shares of Common Stock determined according to
the following formula (a “Cashless Exercise”): 

Net Number = (A x B) - (A x
C) 
                                   B


For purposes of the foregoing formula:


	 	A= 	
      the total number of shares with respect to which this
      Warrant is then being exercised. 

	 	  	
       

	 	B= 	
      the average of the closing prices of the shares of Common
      Stock on the three (3) Trading Days immediately preceding the Exercise
      Date. 



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      C= 
	
      the Exercise Price then in effect for the applicable
      Warrant Shares at the time of such exercise. 



                         For
purposes of Rule 144(d) promulgated under the Securities Act, as in effect on
the date hereof, assuming the Holder is not an affiliate of the Company, it is
intended that the Warrant Shares issued in a Cashless Exercise shall be deemed
to have been acquired by the Holder, and the holding period for the Warrant
Shares shall be deemed to have commenced, on the closing date of the Offering
pursuant to which the Company was obligated to issue this Warrant. 

                         (d)           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. 

          5.           
Delivery of Warrant Shares. 

                         (a)          
Upon exercise of this Warrant, the Company shall promptly (but in no event later
than ten (10) Trading Days after the Exercise Date) issue or cause to be issued
and cause to be delivered to or upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate for the Warrant Shares
issuable upon such exercise, free of restrictive legends. “Trading Day”
shall mean a date on which the Company’s Common Stock trades on its principal
trading market. The Holder, or any Person permissibly so designated by the
Holder to receive Warrant Shares, shall be deemed to have become the holder of
record of such Warrant Shares as of the Exercise Date. The Company shall, upon
the written request of the Holder, use its best efforts to deliver, or cause to
be delivered, Warrant Shares hereunder electronically through the Depository
Trust and Clearing Corporation or another established clearing corporation
performing similar functions, if available; provided, that, the Company
may, but will not be required to, change its transfer agent if its current
transfer agent cannot deliver Warrant Shares electronically through the
Depository Trust and Clearing Corporation. If as of the time of exercise the
Warrant Shares constitute restricted or control securities, the Holder, by
exercising, agrees not to resell them except in compliance with all applicable
securities laws. 

                         (b)           To
the extent permitted by law, the Company’s obligations to issue and deliver
Warrant Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to
the Company or any violation or alleged violation of law by the Holder or any
other Person, and irrespective of any other circumstance that might otherwise
limit such obligation of the Company to the Holder in connection with the
issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant as
required pursuant to the terms hereof. 

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                         (c)           If
the Company fails to cause its transfer agent to transmit to the Holder a
certificate or the certificates (either physical or electronic) representing the
Warrant Shares pursuant to the terms hereof by applicable delivery date, then,
the Holder will have the right to rescind such exercise. 

          6.          
Charges, Taxes and Expenses. Issuance and delivery of certificates for
shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company;
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 registration of
any certificates for Warrant Shares or the Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof. 

          7.           Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and
upon cancellation hereof, or in lieu of and substitution for this Warrant, a New
Warrant, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay
such other reasonable third-party costs as the Company may prescribe. If a New
Warrant is requested as a result of a mutilation of this Warrant, then the
Holder shall deliver such mutilated Warrant to the Company as a condition
precedent to the Company’s obligation to issue the New Warrant. 

          8.           Reservation
of Warrant Shares. The Company covenants that it will at all times reserve
and keep available out of the aggregate of its authorized but unissued and
otherwise unreserved Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares that are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other
contingent purchase rights of persons other than the Holder (taking into account
the adjustments and restrictions of Section 9). The Company covenants that all
Warrant Shares so issuable and deliverable shall, upon issuance and the payment
of the applicable Exercise Price in accordance with the terms hereof, be duly
and validly authorized, issued and fully paid and nonassessable. 

          9.           Certain
Adjustments to Exercise Price. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 9. 

                         (a)           Adjustments
for Stock Splits and Combinations and Stock Dividends. If the Company
shall at any time or from time to time after the date hereof, effect a stock
split or combination of the outstanding Common Stock or pay a stock dividend in
shares of Common Stock, then the Exercise Price shall be proportionately
adjusted. Any adjustments under this Section 9(a) shall be effective at the
close of business on the date the stock split or combination becomes effective
or the date of payment of the stock dividend, as applicable. 

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                         (b)           Merger
Sale, Reclassification, etc. In case of any: (i) consolidation or merger
(including a merger in which the Company is the surviving entity), (ii) sale or
other disposition of all or substantially all of the Company’s assets or
distribution of property to shareholders (other than distributions payable out
of earnings or retained earnings), or reclassification, change or conversion of
the outstanding securities of the Company or of any reorganization of the
Company (or any other corporation the stock or securities of which are at the
time receivable upon the exercise of this Warrant) or any similar corporate
reorganization on or after the date hereof, then and in each such case the
Holder of this Warrant, upon the exercise hereof at any time thereafter shall be
entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise hereof prior to such consolidation, merger, sale or
other disposition, reclassification, change, conversion or reorganization, the
stock or other securities or property to which such Holder would have been
entitled upon such consummation if such Holder had exercised this Warrant
immediately prior thereto. 

                         (c)           Adjustments
for Issuance of Additional Shares of Common Stock.

                                        (i)     
In the event the Company, shall, at any time, from time to time, issue or sell
any additional shares of Common Stock (other than (x) pursuant to Common Stock
Equivalents (hereafter defined) granted or issued prior to the issuance date of
this Warrant or (y) upon the conversion of a Note) (“Additional Shares of
Common Stock”), at a price per share less than the Exercise Price then in
effect or without consideration, then the Exercise Price upon each such issuance
shall be adjusted to that price (rounded to the nearest cent) determined by
multiplying the Exercise Price then in effect by a fraction: 

          (A)      the
numerator of which shall be equal to the sum of (1) the number of shares of
Common Stock outstanding immediately prior to the issuance of such Additional
Shares of Common Stock plus (2) the number of shares of Common Stock
(rounded to the nearest whole share) which the aggregate consideration for the
total number of such Additional Shares of Common Stock so issued would purchase
at a price per share equal to the Exercise Price then in effect, and 

          (B)     
the denominator of which shall be equal to the number of shares of Common Stock
outstanding immediately after the issuance of such Additional Shares of Common
Stock. 

                                        (ii)     The
provisions of paragraph (i) of Section 9(c) shall not apply to any issuance of
Additional Shares of Common Stock for which an adjustment is provided elsewhere
in this Section 9). No adjustment of the number of Shares for which this Warrant
shall be convertible shall be made under this clause (ii) upon the issuance of
any Additional Shares of Common Stock which are issued pursuant to the exercise
of any Common Stock Equivalents, if any such adjustment shall previously have
been made upon the issuance of such Common Stock Equivalents pursuant to the
other provisions of this Section 9. 

                                        (iii)    Issuance
of Common Stock Equivalents. The provisions of this Section 9(c) shall apply
if (A) the Company, at any time after the issuance date of this Warrant, shall
issue any securities convertible into or exchangeable for, directly or
indirectly, Common Stock (“Convertible Securities”), other than the Notes
and any Series A Preferred Stock issued to SAIF under the make-good provisions
of the Company’s Amended and Restated Certificate of Designation of Series A
Preferred Stock, or (B) any rights or warrants or options to purchase any such Common Stock or Convertible
Securities (collectively, the “Common Stock Equivalents”) shall be issued
or sold. If the price per share for which Additional Shares of Common Stock may
be issuable pursuant to any such Common Stock Equivalent shall be less than the
applicable Exercise Price then in effect, or if, after any such issuance of
Common Stock Equivalents, the price per share for which Additional Shares of
Common Stock may be issuable thereafter is amended or adjusted, and such price
as so amended shall be less than the applicable Exercise Price in effect at the
time of such amendment or adjustment, then the applicable Exercise Price upon
each such issuance or amendment shall be adjusted as provided in the first
sentence of subsection (c)(i) of this Section 9. No adjustment shall be made to
the Exercise Price upon the issuance of Common Stock pursuant to the exercise,
conversion or exchange of any Convertible Security or Common Stock Equivalent
where an adjustment to the Exercise Price was made as a result of the issuance
or purchase of any Convertible Security or Common Stock Equivalent. 

5 




                                        (iv)      Certain
Issues Excepted. Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment to the Exercise Price under
this Section 9 in connection with securities of the Company issued: (i) in
connection with a merger, acquisition or consolidation, (ii) in connection with
bona fide joint venture, strategic license or similar business partnering
arrangements (provided that the transaction or arrangement is not primarily for
the purpose of raising capital from Person whose primary business is investing
in securities), (iii) upon exercise of this Warrant or the other Warrants issued
together with the Notes; (iv) upon exercise any warrants issued to the placement
agents and its designees for the transactions contemplated hereby; and (v) in
connection with any share split, share dividend, recapitalization or similar
transaction by the Company for which adjustment is made pursuant to this Section
9. 

          10.         No
Fractional Shares. No fractional Warrant Shares will be issued in connection
with any exercise of this Warrant. In lieu of any fractional shares that would
otherwise be issuable, the Company shall pay cash equal to the product of such
fraction multiplied by the closing price of one Warrant Share as reported by the
applicable Trading Market on the Exercise Date. 

          11.        
Notices. Any and all notices or other communications or deliveries
hereunder (including, without limitation, any Exercise Notice) shall be
delivered in accordance with the procedures set forth in Section 6.3 of the SPA.


          12.        
Warrant Agent. The Company shall serve as warrant agent under this
Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a
new warrant agent. Any corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last
address as shown on the Warrant Register. 

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          13.         Miscellaneous.


                         (a)           This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective 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 the Holder any legal or equitable right, remedy or cause of action
under this Warrant. This Warrant may be amended only in writing signed by the
Company and the Holder, or their successors and assigns. 

                         (b)           Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Warrant
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York, New York for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the
enforcement of this Warrant, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Note and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES,
AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 

                         (c)          
The headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions hereof.


                         (d)           In
case any one or more of the provisions of this Warrant shall 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 and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant. 

                         (e)           Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being
a Holder, be entitled to any rights of a stockholder with respect to the Warrant
Shares. 

                         (f)           No
provision hereof, in the absence of any affirmative action by Holder to exercise
this Warrant to 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. 

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          IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
its authorized officer as of the date first indicated above. 

YAYI INTERNATIONAL INC.

 

By: _____________________________________
Name: Li Liu

Title: Chief Executive Officer 





YAYI INTERNATIONAL INC.

EXERCISE NOTICE 

Ladies and Gentlemen: 

(1)          
The undersigned hereby elects to exercise the above-referenced Warrant with
respect to ______________ shares of Common Stock. Capitalized terms used herein
and not otherwise defined herein have the respective meanings set forth in the
Warrant. 

(2)          
The Holder intends that payment of the Exercise Price shall be made as (check
one): 

	 	 [  ]	Cash Exercise under Section 4(b)
    
	 	 [  ]	Cashless Exercise under Section
      4(c) (assuming conditions precedent are met) 


(3)          
If the Holder has elected a Cash Exercise, the holder shall pay the sum of $
______________ to the Company in accordance with the terms of the Warrant. 

(4)          
Pursuant to this Exercise Notice, the Company shall deliver to the Holder
________________ Warrant Shares determined in accordance with the terms of the
Warrant. 

	Dated: ______________________________	HOLDER: 
	  	  
	 	___________________________________
	  	Print name 
	 	 
	  	By:   
      ______________________________
	 	 
	  	Title:
  ______________________________






YAYI INTERNATIONAL INC. 

FORM OF ASSIGNMENT 
To be completed and signed only
upon transfer of Warrant 

FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto _________________ the right represented by the within
Warrant to purchase _________________ shares of Common Stock to which the within
Warrant relates and appoints __________________ attorney to transfer said right
on the books of the Company with full power of substitution in the premises.


	Dated: ______________________________	TRANSFEROR: 
	 	 
	  	___________________________________
	  	Print name 
	 	 
	  	By:   
      ______________________________
	 	 
	  	Title: ______________________________
	 	 
	 	 
	  	TRANSFEREE: 
	 	 
	 	___________________________________
	  	Print name 
	 	 
	  	By:   
      ______________________________
	 	 
	  	Title: ______________________________
	WITNESS: 	  
	___________________________________	Address of Transferee: 
	Print name 	  
	 	___________________________________
	 	 
	 	___________________________________