fs12010ex4ii_chinabct.htm


    Exhibit
4.2

     

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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.

     

     

    CHINA
BAICAOTANG MEDICINE LIMITED

    (formerly,
Purden Lake Resource Corp.)

     

    WARRANT
TO PURCHASE

             
    SHARES

    OF
COMMON STOCK

    (SUBJECT
TO ADJUSTMENT)

    
    

     

    
      	Warrant
      No.:        
          	 February 5,
      2010


    

     

    This
certifies that for value,                                    
  or its registered and permitted assigns (the "Holder"),
is entitled, subject to the terms set forth below, at any time from and after
February 5, 2010 (the "Original
Issuance Date") and before 5:00 p.m., Eastern Time, on February 5, 2015
(the "Expiration
Date"), to purchase from CHINA BAICAOTANG MEDICINE LIMITED (formerly, Purden
Lake Resource Corp.), a Delaware corporation (the "Company"),              
    shares (subject
to adjustment as described herein), of common stock of the Company, par value
$0.001 per share (the "Common
Stock"), upon surrender hereof, at the principal office of the Company
referred to below, with a duly executed exercise notice (the "Exercise
Notice") in the form attached hereto as Exhibit
A and simultaneous payment therefor in lawful, immediately available
money of the United States, at an initial exercise price per share of $3.05 (the
"Exercise
Price"). The Exercise Price is subject to adjustment as provided below,
and the term "Common
Stock" shall include, unless the context otherwise requires, the stock
and other securities and property at the time receivable upon the exercise of
this Warrant. The term "Warrants,"
as used herein, shall mean this Warrant and any other Warrants delivered in
substitution or exchange therefor as provided herein.

     

    This
Warrant is issued to the placement agent as partial consideration in connection
with the Company's private placement (the "Offering"),
pursuant to the Company's Confidential Private Offering Memorandum dated October
23, 2009 (the "Memorandum").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Memorandum.

     

    2.            Exercise.

     

    A.   Method
of Exercise. This Warrant may be exercised at any time or from time to
time from and after the Original Issuance Date and before 5:00 p.m., Eastern
Time, on the Expiration Date, on any Business Day (as defined below), for the
full number of shares of Common Stock called for hereby, by surrendering it at
the Company's principal office, at No. 102, Chengzhan Road, Liuzhou City,
Guangxi Province, PRC (the "Principal
Office"), Attention: Xiao Yan Zhang, with the Exercise Notice duly
executed, together with payment in an amount equal to (a) the number of shares
of Common Stock called for on the face of this Warrant, as adjusted in
accordance with the preceding paragraph of this Warrant multiplied (b) by the
Exercise Price then in effect. Payment of the Exercise Price must be made by
payment in immediately available funds. This Warrant may be exercised for less
than the full number of shares of Common Stock at the time called for hereby,
except that the number of shares of Common Stock receivable upon the exercise of
this Warrant as a whole, and the sum payable upon the exercise of this Warrant
as a whole, shall be proportionately reduced. Upon a partial exercise of this
Warrant in accordance with the terms hereof, this Warrant shall be surrendered
to the Company, and a new Warrant of the same tenor and for the purchase of the
number of such shares not purchased upon such exercise shall be issued by the
Company to Holder without any charge therefor. A Warrant shall be deemed to have
been exercised immediately prior to the close of business on the date of its
surrender for exercise (the "Exercise
Date") as provided above, and the person entitled to receive the shares
of Common Stock issuable upon such exercise shall be treated for all purposes as
the holder of such shares of record as of the close of business on the Exercise
Date. Within ten (10) Business Days after the Exercise Date, the Company shall
issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of full shares of Common Stock
issuable upon such exercise. For purposes of this Wan-ant,
"Business
Day" means any day that is not a Saturday, a Sunday, or a day on which
banks are required or permitted to be closed in the State of New
York.

     

    B.   Cashless
Exercise. Notwithstanding any provision herein to the contrary and
commencing six (6) months following the Original Issuance Date, if a
registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect by the date such registration statement is
required to be effective pursuant to the terms of the Offering or not effective
at any time thereafter, in lieu of exercising this Warrant by payment of cash,
the Holder may elect to exercise this Warrant by a cashless exercise and shall
receive the number of shares of Common Stock equal to an amount (as determined
below) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise in which event the
Company shall issue to the Holder a number of shares of Common Stock computed
using the following formula:

     

     

    
      
        	 	 X =
      Y - f
      A)(Y) 

                B

              
	 	 
	Where	X the number of
      shares of Common Stock to be issued to the
      Holder.
	 	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	Y the number of
      shares of Common Stock issuable upon exercise
      of this Warrant in accordance with the terms of this Warrant by means of a
      cash exercise rather than a cashless exercise.
	 	 
	 	A the Exercise
      Price.
	 	 
	 	B the
      Per Share Market Value of one share of Common Stock
      on the Business Day immediately preceding the date of such
      election.


    

     

    For the
purpose of this Warrant, "Per
Share Market Value" means on any particular date (a) the last closing
price per share of the Common Stock on such market that the Common Stock is then
listed, or if there is no closing price on such date, then the closing bid price
on such date, or if there is no closing bid price on such date, then the closing
price on such exchange or quotation system on the date nearest preceding such
date, or (b) if the Common Stock is not listed then on a market or any
registered national stock exchange, the last closing price for a share of Common
Stock in the over-the-counter market, as reported by Bloomberg at the close of
business on such date, or if there is no closing price on such date, then the
closing bid price on such date, or (c) if the Common Stock is not then reported
by the trading market or any registered national stock exchange or in the
National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices), then the average of the "Pink
Sheet" quotes for the five (5) Business Days preceding such date of
determination, or (d) if the Common Stock is not then publicly traded the fair
market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Company; provided,
however, that the Company, after receipt of the determination by such
independent appraiser, shall have the right to select an additional independent
appraiser, in which case, the fair market value shall be equal to the average of
the determinations by each such independent appraiser; and provided,
further, that all determinations of the Per Share Market Value shall be
appropriately adjusted for any stock dividends, stock splits or other similar
transactions during such period. The determination of fair market value by an
independent appraiser shall be based upon the fair market value of the Company
determined on a going concern basis as between a willing buyer and a willing
seller and taking into account all relevant factors determinative of value, and
shall be final and binding on all parties. In determining the fair market value
of any shares of Common Stock, no consideration shall be given to any
restrictions on transfer of the Common Stock imposed by agreement or by federal
or state securities laws, or to the existence or absence of, or any limitations
on, voting rights.

     

    C.   Limitation
on Exercise. Notwithstanding any provisions herein to thecontrary,
the number of shares of Common Stock that may be acquired by the Holder upon any
exercise of this Warrant (or otherwise in respect hereof) shall be limited to
the extent necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially owned by
such Holder and its affiliates and any other persons whose beneficial ownership
of Common Stock would be aggregated with the Holder's for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), doesnot
exceed 4.9% (the "Maximum
Percentage") of the total number of issued and outstanding shares of
Common Stock. For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. This restriction may not be waived.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    D.   Exercise
Disputes. In the case of any dispute with respect to the
numberof shares
of Common Stock to be issued upon exercise of this Warrant and/or the Exercise
Price in effect at the time of exercise, the Company shall promptly submit the
disputed determinations or arithmetic calculations to the Holder via fax (or, if
the Holder has not provided the Company with a fax number, by overnight courier)
within five (5) Business Days of receipt of the Holder's Exercise Notice. If the
Holder and the Company are unable to agree as to the determination of the number
of shares of Common Stock to be issued upon exercise of this Warrant and/or the
Exercise Price within five (5) Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder by the Company, then the
Company shall in accordance with this Section, on the next Business Day submit
the disputed determination to its independent auditor. The Company shall cause
its independent auditor to perform the determinations or calculations and notify
the Company and the Holder of the results promptly, in writing and in sufficient
detail to give the Holder and the Company a clear understanding of its
determinations and calculations. The determination by the Company's independent
auditor shall be binding upon all parties absent manifest error. The Company
shall then on the next Business Day instruct its transfer agent to issue
certificate(s) representing the appropriate number of shares of Common Stock in
accordance with the independent auditor's determination and this Section. The
prevailing party shall be entitled to reimbursement of all fees and expenses of
such determination and calculation, but in no event shall the Company be liable
to the Holder for any diminution of value or damages therefrom during the period
that such exercise is disputed.

     

    3.            Shares
Fully Paid; Payment of Taxes. All shares of Common Stock issued upon the
exercise of this Warrant, in accordance with the terms of this Warrant, shall be
validly issued, fully paid and non-assessable, and the Company shall pay all
taxes and other governmental charges (other than income taxes to the holder)
that may be imposed in respect of the issue or delivery
thereof.

     

    4.            Transfer
and Exchange.

     

    A.   Transfer.
This Warrant and all rights hereunder are transferable, in whole or in
part, on the books of the Company maintained for such purpose at the Principal
Office by the Holder in person or by duly authorized attorney, upon surrender of
this Warrant at the Principal Office together with: (i) a completed and executed
form of assignment, a form of which is attached hereto as Exhibit
B,
(ii) payment of any necessary transfer tax or other governmental charge imposed
upon such transfer, and (iii) an opinion of counsel reasonably acceptable to the
Company stating that such transfer is exempt from the registration requirements
of the Securities Act of 1933, as amended (the "Securities
Act").
Upon any partial transfer of this Warrant, the Company will issue and
deliver to Holder a new Warrant or Warrants with respect to the portion of this
Warrant not so transferred. Each taker and holder of this Warrant, by taking or
holding the same, consents and agrees that this Warrant when endorsed in blank
shall be deemed negotiable and that when this Warrant shall have been so
endorsed, the holder hereof may be treated by the Company and all other persons
dealing with this Wan-ant
as the absolute owner hereof for any purpose and as the person entitled to
exercise the rights represented hereby, or to the transfer hereof on
the books of the Company, any notice to the contrary notwithstanding; but until
such transfer on such books, the Company may treat the registered Holder hereof
as the owner for all purposes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B.   Exchange This Warrant
is exchangeable at the Principal Office for two (2) or
more new Warrants, each in the form of this Warrant, to purchase the same
aggregate number of shares of Common Stock, each new Warrant to represent the
right to purchase such number of shares as the Holder shall designate at the
time of such exchange, but which shall not exceed the total number of shares for
which this Warrant may be from time to time exercisable.

     

    5.     Certain Adjustments.
The Exercise Price in effect at any time and the number and

    kind of
securities issuable upon exercise of this Warrant shall be subject to adjustment
from time to time upon the happening of certain events as follows:

     

    A.   Adjustment for Stock Splits
and Combinations. If the Company at any time or from time to time on or
after the Original Issuance Date effects a stock split or subdivision of the
outstanding Common Stock, the Exercise Price then in effect immediately before
that stock split or subdivision shall be proportionately decreased and the
number of shares of Common Stock theretofore receivable upon the exercise of
this Warrant shall be proportionately increased. If the Company at any time or
from time to time effects a reverse stock split or combines the outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price then
in effect immediately before that reverse stock split or combination shall be
proportionately increased and the number of shares of Common Stock theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment under this Section
5A shall become effective at the close of business on the date the stock
split, subdivision, reverse stock split or combination becomes
effective.

     

    B.   Adjustment for Certain
Dividends and Distributions. If the Company at any time or from time to
time on or after the Original Issuance Date makes or fixes a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Conunon Stock, then and in
each such event the Exercise Price then in effect shall be decreased as of the
time of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by multiplying the Exercise Price then in
effect by a fraction (1) the numerator of which is the total number of shares of
Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date and (2) the denominator of
which shall be the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date plus the number of shares of Common Stock issuable in payment of
such dividend or distribution; provided, however,
that if such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Exercise Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Exercise Price shall be adjusted pursuant to this Section
5B as of the time of actual payment of such dividends or
distributions.

     

    C.   Adjustments for Other
Dividends and Distributions. In the event the Company at any time or from
time to time on or after the Original Issuance Date makes, or fixes a record
date for the determination of holders of Common Stock entitled to receive a
dividend or other distribution payable in securities of the Company other than
shares of Common Stock, then 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      and in
each such event provision shall be made so that the Holder of this Warrant shall
receive upon conversion thereof, in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Company which the
Holder would have received had this Warrant been exercised on the date of such
event and had Holder thereafter, during the period from the date of such event
to and including the conversion date, retained such securities receivable by the
Holder as aforesaid during such period, subject to all other adjustments called
for during such period under this Section
5 with respect to the rights of the Holder of this
Warrant.

    

     

    D.   Adjustment for
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or
Sale. In case the Company after the Original Issue Date shall do any of
the following (each, a "Recap Event"): (a)
consolidate or merge with or into any other Person and the Company shall not be
the continuing or surviving corporation of such consolidation or merger, or (b)
permit any other Person to consolidate with or merge into the Company and the
Company shall be the continuing or surviving Person but, in connection with such
consolidation or merger, any Common Stock of the Company shall be changed into
or exchanged for securities of any other Person or cash or any other property,
or (c) transfer all or substantially all of its properties or assets to any
other Person, or (d) effect a capital reorganization or reclassification of its
Common Stock, then, and in the case of each such Recap Event, proper provision
shall be made to the Exercise Price and the number of shares of Common Stock
that may be purchased upon exercise of this Warrant so that, upon the basis and
the terms and in the manner provided in this Warrant, the Holder of this Warrant
shall be entitled upon the exercise hereof at any time after the consummation of
such Recap Event, to the extent this Warrant is not exercised prior to such
Recap Event, to receive at the Exercise Price in effect at the time immediately
prior to the consummation of such Recap Event, in lieu of the Common Stock
issuable upon such exercise of this Warrant prior to such Recap Event, the
securities, cash and property to which such Holder would have been entitled upon
the consummation of such Recap Event if such Holder had exercised the rights
represented by this Warrant immediately prior thereto (including the right of a
shareholder to elect the type of consideration it will receive upon a Recap
Event), subject to adjustments (subsequent to such corporate action) as nearly
equivalent as possible to the adjustments provided for elsewhere in this
Section; provided,
however, the Holder at its option may elect to receive an amount in
tunegistered shares of the common stock of the surviving entity equal to the
value of this Warrant calculated in accordance with the Black-Scholes formula;
provided,
further, such shares of Common Stock shall be valued at a twenty percent
(20%) discount to the VWAP of the Common Stock for the twenty (20) Trading Days
immediately prior to the Recap Event. Immediately upon the occurrence of a Recap
Event, the Company shall notify the Holder in writing of such Recap Event and
provide the calculations in determining the number of shares of Warrant Stock
issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon
the Holder's request, the continuing or surviving corporation as a result of
such Recap Event shall issue to the Holder a new warrant of like tenor
evidencing the right to purchase the adjusted number of shares of Warrant Stock
and the adjusted Warrant Price pursuant to the terms and provisions of this
Section 4(a)(i). In the event that the surviving entity pursuant to any such
Recap Event is not a public company that is registered pursuant to the Exchange
Act of 1934, as amended, or its common stock is not listed or quoted on a
national securities exchange, national automated quotation system or the OTC
Bulletin Board, then the Holder at its option may elect to receive an amount in
unregistered shares of the common
stock of the surviving entity equal to the value of this Warrant calculated in
accordance with the Black-Scholes formula.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In the
event that the Holder has elected not to exercise this Warrant prior to the
consummation of a Recap Event and has also elected not to receive an amount in
unregistered shares equal to the value of this Warrant calculated in accordance
with the Black-Scholes formula, so long as the surviving entity pursuant to any
Recap Event is a company that has a class of equity securities registered
pursuant to the Exchange Act and its common stock is listed or quoted on a
national securities exchange, national automated quotation system or the OTC
Bulletin Board, the surviving entity and/or each Person (other than the Company)
which may be required to deliver any Securities, cash or property upon the
exercise of this Warrant as provided herein shall assume, by written instrument
delivered. to, and reasonably satisfactory to, the Holder of this Warrant, (A)
the obligations of the Company under this Warrant (and if the Company shall
survive the consummation of such Recap Event, such assumption shall be in
addition to, and shall not release the Company from, any continuing obligations
of the Company under this Warrant) and (B) the obligation to deliver to such
Holder such Securities, cash or property as, in accordance with the foregoing
provisions of this subsection (a), such Holder shall be entitled to receive, and
the surviving entity and/or each such Person shall have similarly delivered to
such Holder an opinion of counsel for the surviving entity and/or each such
Person, which counsel shall be reasonably satisfactory to such Holder, or in the
alternative, a written acknowledgement executed by the President or Chief
Financial Officer of the Company, stating that this Warrant shall thereafter
continue in full force and effect and the terms hereof (including, without
limitation, all of the provisions of this subsection (a)) shall be applicable to
the Securities, cash or property which the surviving entity and/or each such
Person may be required to deliver upon any exercise of this Warrant or the
exercise of any rights pursuant hereto.

     

    E.   Certificate as to
Adjustments. Upon the occurrence of each adjustment or readjustment
of the Exercise Price pursuant to this Section
5, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of a
Warrant a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based. The
Company shall, upon the written request at any time of any holder of a Warrant,
furnish or cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) Exercise Price at the time in
effect, and (iii) the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the exercise of the
Warrant.

     

    6.     Notices of Record
Date. In case:

     

    A. the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time receivable upon the exercise of the Warrants) for the
purpose of entitling them to receive any dividend or other distribution, or any
right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right, or

     

    B. of any
capital reorganization of the Company, any reclassification of the capital stock
of the Company, any consolidation or merger of the Company with or into another
corporation, or any conveyance of all or substantially all of the assets of the
Company to another corporation, or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C. of any
voluntary dissolution, liquidation or winding-up of the Company, then, and
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 expected to take place, and the time, if any is to be fixed, as of
which the holders of record of Common Stock (or such stock or securities at the
time receivable upon the exercise of the Warrants) shall be entitled to exchange
their shares of Common 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, such
notice shall be mailed at least ten (10) days prior to the date therein
specified.

     

    7.   Loss or
Mutilation. Upon receipt by the Company of evidence satisfactory to it
(in the exercise of reasonable discretion) of the ownership of and the loss,
theft, destruction or mutilation of any Warrant and (in the case of loss, theft
or destruction) of indemnity satisfactory to it (in the exercise of reasonable
discretion), and (in the case of mutilation) upon surrender and cancellation
thereof, the Company will execute and deliver in lieu thereof a new Warrant of
like tenor.

     

    8.   Reservation
of Common Stock. The Company shall at all times reserve and keep
available for issue upon the exercise of Warrants such number of its authorized
but unissued shares of Common Stock as will be sufficient to permit the exercise
in full of all outstanding Warrants. All of the shares of Common Stock issuable
upon the exercise of the rights represented by this Warrant will, upon issuance
and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights, rights of first refusal or first offer, taxes,
liens and charges of whatever nature, with respect to the issuance
thereof.

     

    9.   Registration
Rights. All shares of Common Stock issuable upon exercise of this Warrant
shall have the registration rights set forth in the Subscription Agreement,
subject to any applicable limitations, by and between the Holder and the
Company, which rights are expressly incorporated and made a part of this
Warrant.

     

    10.   Notices.
All notices and other communications from the Company to the Holder of this
Warrant shall be mailed by first class, registered or certified mail, postage
prepaid, to the address furnished to the Company in writing by the
Holder.

     

    11.   Change;
Modifications; Waiver. No terms of this Warrant may be amended, waived or
modified except by the express written consent of the Company and the
Holder.

     

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

     

    13.   Governing
Law, Etc. This Warrant shall be governed by and construed solely and
exclusively under and pursuant to the laws of the State of New York as applied
to agreements among New York residents entered into and to be performed entirely
within New York. Each of the parties hereto expressly and irrevocably (1) agree
that any legal suit, action or proceeding arising out of or relating to this
Warrant will be instituted exclusively in either the New York 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      State
Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York, (2) waive any objection they may have now or
hereafter to the venue of any such suit, action or proceeding, and (3) consent
to the in personam
jurisdiction of either the New York State Supreme Court, County of New York, or
the United States District Court for the Southern District of New York in any
such suit, action or proceeding. Each of the parties hereto further agree to
accept and acknowledge service of any and all process which may be served in any
such suit, action or proceeding in either the New York State Supreme Court,
County of New York, or in the United States District Court for the Southern
District of New York and agree that service of process upon it mailed by
certified mail to its address will be deemed in every respect effective service
of process upon it, in any such suit, action or proceeding. THE PARTIES HERETO
AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS WARRANT OR ANY DOCUMENT OR AGREEMENT
CONTEMPLATED HEREBY. THE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT
FROM THE OTHER PARTY HERETO OF ALL OF ITS REASONABLE COUNSEL FEES AND
DISBURSEMENTS.

    

     

    [Signature
page to follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [Signature
page to Warrant]

     

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

     

    
       

      
        	 	PIJRDEN
      LAKE RESOURCE CORP.
	 	
                 

                By:

              
	 	Name: Hutian
      Tang
	 	Title: Chief
      Executive Officer
	 	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    SUBSCRIPTION
FORM

    (To be
executed by the Holder only upon exercise of Warrant)

     

    The
undersigned registered owner of this Warrant irrevocably exercises this Wan-ant
and purchases  shares of Common Stock of Purden Lake Resource Corp.
purchasable with this Warrant, and herewith makes payment therefor, all at the
price and on the terms and conditions specified in this Warrant.

     

    The
Holder shall make payment of the Exercise Price as follows (check
one):

     

     "Cash
Exercise" pursuant to Section 2.A of the Warrant

     

     "Cashless
Exercise" pursuant to Section 2.B of the Warrant

     

    Notwithstanding
anything to the contrary contained herein, this Exercise Notice shall constitute
a representation by the Holder that, after giving effect to the exercise
provided for in this Exercise Notice, the Holder (together with its affiliates)
will not have beneficial ownership (together with the beneficial ownership of
such Person's affiliates) of a number of shares of Common Stock which exceeds
the Maximum Percentage of the total outstanding shares of Common Stock as
determined pursuant to the provisions of Section
2C of the Warrant.

     

    The
Holder represents to the Company that, as of the date of exercise:

     

    i. the
shares of Common Stock being purchased pursuant to this Exercise
Notice
are being acquired solely for the Holder's own account and not as a nominee for
any other party, for investment, and not with a view toward distribution or
resale; and

     

    ii. the
Holder is an "accredited investor" as such term is defined in Rule
501(a)(1)
of Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

     

    If the
Holder cannot make the representations required above because they are factually
incorrect, it shall be a condition to the exercise of the Warrant that the
Company receive such other representations as the Company considers necessary,
acting reasonably, to assure the Company that the issuance of securities upon
exercise of this Warrant shall not violate any United States or other applicable
securities laws.

     

    
      	
              Dated:

            	 
      	
              Name
      of Holder:

            	 
      
	 
      	 
      	 
      	
              (Print)

            
	 
      	 
      	
              By:

              Name:

              Title:

              (Signature
      must conform in all respects to name of holder as specified on the face of
      the Warrant)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    FORM
OF ASSIGNMENT

     

    FOR VALUE
RECEIVED the undersigned registered owner of this Warrant hereby sells,
assigns and transfers unto the Assignee named below all of the rights of the
undersigned under the within Warrant, with respect to the number of shares of
Common Stock set forth below:

     

     

    
      	
              Name
      of Assignee

            	
              Address                                                                                 Number
      of Shares

            
	 
      	 
      	 
      	 
      


    

     

     

    and does
hereby irrevocably constitute and appoint               
 Attorney to make such
transfer on the books of Pruden Lake Resource Corp. maintained for the purpose,
with full power of substitution in the premises.

     

    
    

     

    
      	 Dated:	 
	 	(Signature)
	 	 
	 	 
	 	(Witness)


    

     

     

    The
undersigned Assignee of the Warrant hereby makes to Pruden Lake Resource Corp.,
as of the date hereof, with respect to the Assignee, all of the representations
and warranties made by the Holder, and the undersigned Assignee agrees to be
bound by all the terms and conditions of the Wan-ant.

     

    
    

     

    
      	 Dated:	 
	 	(Signature)