Unassociated Document


    Exhibit
4.3

    


    NEITHER
THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SHARES OF COMMON STOCK TO
BE ISSUED ON EXERCISE. HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE
WARRANT NOR THE SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT, OR (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES LAWS AND THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEl,
ACCEPTABLE TO THE COMPANY AS TO SUCH EXEMPTION.

    


    IN
ADDITION, A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 30,2008, AS AMENDED
(THE "PURCHASE AGREEMENT"), A COPY OF WIDCH MAY BE OBTATh'ED FROM THE COMPANY AT
ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN
THE PARTIES WITH RESPECT TO THIS WARRANT.

     

    No.
A-

    CHINA
FOR-GEN CORP.

    


    COMMON
STOCK PURCHASE WARRANT "A"

    


    Number of
Shares:

    Expiration
Date: May 29, 2013

    Exercise
Price pet Share: $1.25

    


    CHIINA FOR-GEN CORP., a
Delaware corporation (the “Companv”), hereby certifies that, for
value received, [Holder], or registered assigns (the “Warrant
Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company up to [     ] shares (as adjusted from
time to time as provided in Section 7 of this Warrant, the “Warrant
Shares”) of common stock, par value $.001 per share (the “Common
Stock”), of the Company at a price of One Dollar and Twenty Five Cents
($1.25) per Warrant Share (as adjusted from time to lime .as provided in Section
7 hereof, the “Exercise
Price”), at any
time and from time to time from and after the date hereof and through and
including 5:00 p.m. New York City time on May 29, 2013 (the “Expiration
Date”), and subject to the following tenns and conditions (capitalized
terms used but not otherwise defIned herein shall have the meanings ascribed to
such lerms in the Purchase Agreement):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.           Registration of Warrant. 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 Warrant Holder hereof from time to lime. The Company
may deem and treat the registered Warrant Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Warrant Holder, and for all other purposes, and the Company shall not be
affected by notice to the contrary.

    


    2.           Investment
Representation. The Warrant Holder by accepting this Warrant represents
that the Warrant Holder is acquiring this Warrant for its own account or the
account of an affiliate (that is an “accredited investor,” as defined under
Regulation D promulgated under the 1933 Act (an “Accredited Investor”), which
has been identified to and approved by the Company (such approval not to be
unreasonably withheld or delayed)) for investment purposes and not with the view
to any offering or distribution and that the Warrant Holder will not sell or
otherwise dispose of this Warrant or the underlying Warrant Shares in
violatiol1of applicable securities laws. The Warrant Holder acknowledges that
the certificates representing any Warrant Shares will hear a legend indicating
that they have not been registered under the 1933 Act, and may not be sold by
the Warrant Holder except pursuant to an effective registration statement or
pursuant to an exemption from registration requirements of the 1933 Act and in
accordance with federal and state securities laws. If this Warrant was acquired
by the Warrant Holder pursuant to the exemption from the registration
requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant
Holder acknowledges and covenants that this Warrant may not be exercised by or
on behalf of a Person (as defined below) during the one year distribution
compliance period (as defined in Regulation S) following the date hereof. “Person”
means an individual, partnership, firm, limited liability company, trust, joint
venture, association, coporation, or any other legal entity.

    


    3.           Validity
of Warrant and Issue of Shares. The Company represents and warrants that
this Warrant has been duly authorized and validly issued and ,”warrants and
agrees that all of Common Stock that may be issued upon the exercise of the
rights represented by this Warrant will, when issued upon such exercise, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof other than those
incurred by the Holder. The Company further warrants and agrees that during the
Exercise Period, the Company will at all times have authorized and reserved a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Registration
of Transfers and Exchange of Warrants.

    


    a.
Subject to compliance witl] the federal and state securities laws, the Company
shan register the transfer of any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant with the Form of Transfer attached
hereto duly completed and signed, to the Company at the office specified in Dr
pursuant to Section 10. Upon any such registration or transfer, a new warrantto
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
Warrant 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 of a Warrant Holder of a Warrant.

     

    b. This
Warrant is exchangeable, upon the sun-enderhereof by the Warrant Holder to the
office of the Company specified in or pursuant to Section 10, for one or more
New Warrants, evidencing in the aggregate the right to purchase the number of
Warrant Shares which may then be purchased hereunder. Any such New Warrant will
be dated the date of such exchange.

     

    5.           Exercise
of Warrants.

    


    a. Upon
surrender of this Warrant with the Form of Election 10 Purchase attached hereto
duly completed and signed to the Company, at its address set forth in Section
10, and upon payment and delivery to the Company of the Exereise Price per
Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder
intends to purchase hereunder, in lawful money of the United States of America,
by wire transfer or by certified or official bank check or checks, all as
specified by the Warrant .Holder in tbe Form of Election to Purchase, the
Company shall promptly (but in no event later than 10 business days after the
Date of Exercise (as defined herein)) issue or cause.to be issued and cause to
be delivered to or upon the written order of tile Warrant Holder and in such
name or names as the Warrant Holder may designate (subject to the restrictions
on transfer described in the legend set forth on the face of this Warrant), a
certificate for the Warrant Shares issuable upon suell exercise, with such
restrictive legend as required by the 1933 Act. Any Person designated by the
Warrant Holder to receive Warrant Shares shall be deemed to have become the
holder of record of such Warrant Shares as of the Date of Exercise of this
Warrant; provided. however, that in the event the Warrant Shares are not
registered for resale by the Warrant Holder, such Person shall reasonably
demonstrate to the Company its status as an Aecredited Investor.

    


    b. “Date
of Exercise” means a date on which the Company shall have received (i) this
Warrant (or any New Warrant, as applicable), with the Form of Election to
Purchase attached hereto (or attached to such New Warrant) appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the Warrant Holder to be
purchased.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    c. This
Warrant shall be exercisable at any time and from time to time during the
Exercise Period for such number of Warrant Shares as IS indicated in the
attached Form of Election To Purchase. If less than all of the Warrant Shares
which may be purchased under tbis Warrant are exercised at any time, the Company
shall issue or cause to be issued, at its expense, a New Warrant evidencing the
right 10 purchase the remaining number of Warrant Shares that have not been
exercised under this Warrant.

    


    d. (i) In
the event that a Registration Statement governing the resale of the PIPE
Securities has not been declared effective by the SEC within twelve (12) months
following the Original Issue Date and subject to Section 6 hereof, the Warrant
Holder may, at its election exercised in its sale discretion, so long as no such
Registration Statement has been declared effective 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 Aggregate
Exercise Price, elect instead to receive upon such exercise the number (the
“Net Number”) of shares
of Common Stock determined according to the following formula (a “Cashless
Exercise”):

    


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

    


    
      
        	
              	
                (ii)

              	
                For
      purposes of the foregoing
formula:

              


      

    

    


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

    


    B= the
last reported sale price (as reported by Bloomberg) of the Common Stock on the
trading day immediately preceding the date of the Exercise Notice.

    


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

    


    e. For the purposes of this Warrant,
(A) “Qualifying Reverse Merger” means a merger, share exchange, asset sale, or
other transaction whereby the Company becomes the subsidiary of a Qualifying
Shell Company, (B) “Qualifying Shell Company” means a merger, share exchange,
asset sale, or other transaction whereby the Company becomes the operating
company of a Qualifying Shell Company and the Company, or its subsidiary or
affiliate has signed agreements with Liaoning Shengsheng BiotecImology Co., Ltd.
(“Shengsheng”) that cause the Company to have the right to treat Shengsheng as a
subsidimy for accounting purposes, (C) “Trading
Market” means the
following markets or exchanges on which the Connnon Stock is listed or quoted
for trading on the date ill question: the NASDAQ Global Select Market, NASDAQ
Global Market, NASDAQ Capital Market, the American Stock Exchange, the New York
Stock Exchange, the or the OTC Bulletin Board, (D) “Qualifying
Financing” means a
financing of debt or equity in an amount equal to or greater than Nine Million
Five Hundred Thousand Dollars ($9,500,000) between a Qualifying Shell Company
and investors; (E) “Qualifying Financing
Agreements” means a
financing agreement and any ancillary agreements for a Qualifying Financing; and
(F) “PIPE
Securities” means the
class of securities issued to the investors executing the Qualifying Financing
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.           Maximum
Exercise. The Warrant Holder shall not be entitled to exercise this
Warrant on a Date of Exercise with respect to a number of shares of Common Stock
which would result in beneficial ownership by the Warrant Holder and its
affiliates of more than 4.9% of the outstanding shares of Common Stock on such
date. This Section 6 may he not be waived or amended. As used in this Warrant,
beneficial ownership shall be detennined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation
13d-3 thereunder.

    


    7.           Adjustment
of Exercise Price and Number of Shares. The stock or other securities
issuable upon exercise of this Warrant and the Exercise Price therefor are
subject to adjustment upon the occurrence of any of the following events which
shall have occurred or which shall occur at any time on or after the Closing
Date, and all such adjustments shall be cumulative:

     

    a. Adjustment for Stock Splits, Stock
Dividends, RecapItalizations, Etc. The Exercise Price of this Warrant and
the number of shares of Common Stock or other securities at the time issuable
upon exercise of this Warrant shall be appropriately adjusted to reflect any
stock dividend. stock split, stock distribution, combination of shares, reverse
split, reclassification, recapitalization or other similar event affecting the
number of outstanding shares of stock or securities.

    


    b. Adjustment for Reorganization,
Consolidation, Merger, Etc. In case of any consolidation or merger,
including without limitation a Qualifying Reverse Merger, of the Company with or
into any other corporation, entity or person, including without limitation a
Qualifying Shell Company, or any other corporate reorganization, in which the
Company shall not be the continuing or surviving entity, (any such transaction
being hereinafter referred to as a “Reorganization”),
then, in each case. the Warrant Holder shall receive on the effective date of
such Reorganization (the “Effective
Date”), in lieu of the shares of stock or other securities at any time
issuable upon the exercise of the Warrant issuable on exercise prior to the
Effective Date, a new warrant contai.ning substantially the same material telms
and conditions as provided in this Warrant, to purchase such number of shares of
the common stock of the surviving entity, including, without limitation, a
Qualifying Shell Company, to which the Warrant Holder would ltave been entitied
upon the Effective Date if such Warrant Holder had exercised this Warrant
immediately prior thereto with an exercise price equal to the then existing
Exercise Price oftffis Warrant.

    


    c. Valuation Adjustment. In the
event that following a Qualifying Reverse Merger the valuation of the Qualifying
Shell Company as measured by multiplying the prior fiscal year net
profits  as measured under U.S. Generally Accepted Accounting
Principles by 6.8 is less than US $42.5 million, the Exercise Price then in
effect shall be reduced by Twenty Five Percent (25%).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    d. Certificate
as to Adjustments. In case of any adjustment or readjustment in the price
or kind of securities issuable on the exercise of this Warrant, the Company will
promptly give written notice thereof to the holder of this Warrant in the form
of a certificate, certified and confirmed by the Secretary of the Company,
setting forth such adjustment or readjustment and showing in reasonable detail
the facts upon which such adjustment or readjustment is based.

    


    8.           Fractional
Shares. The Company shall not be required to issue or cause to be issued
fractional Warrant Shares on the exercise of this Warrant. The number of full
Warrant Shares that shall be issuable upon the exercise of this Warrant shall be
computed au the basis of the aggregate number of Warrants Shares purchasable on
exercise of this Warrant so presented. If any fraction of a Warrant Share would,
except for the provisions of this Section 8, be issuable on the exercise of tIus
Warrant, the Company shall. at its option, (i) pay an amount in cash equal to
the Exercise Price multiplied by such fraction or (ii) round the number of
Warrant Shares issuable, up to the next whole number.

    


    9.           Issuance
of Substitute Warrant. In the event of a merger, consolidation,
recapitalization or reorganization of the Company or a reclassification of
Company shares of stock, which results in an adjustment to the number of shares
subject to this Warrant and/or the Exercise Price hereunder, the Company agrees
to issue to the Warrant Holder a substitute Warrant reflecting the adjusted
number of shares and/or Exercise Price upon the surrender of this Warrant to the
Company. However, in the event tllllt the Company does not issue a substitute
warrant, the number and class of Warrant Shares or other securities and the
Exerc.ise Price shall be adjusted as provided in this Warrant.

    


    10.           Notice.
All notices and other conununications herewlder shall be in writing and shall be
deemed to have been given (i) on the date they are delivered jf delivered in
person; (ii) on the date initially received if delivered by facsimile
transmission followed by registered or certified mail confirmation; (iii) on the
date delivered by an overnight courier service; or (iv) on the date of delivery
after it is mailed by registered or celtified mail, return receipt requested
with postage andotber fees prepaid as follows:

     

    If to the Company,
to:

     

    Sherri
Li

    87 Dennis
Street

    Garden
City Park

    NY,
11040

    


    with a copy, which
copy shall not constitute a notice, to:

    


    Guzov Of
sink, LLC

    600
Madison

    New York,
New York 10022

    Attention:
Darren Ofsink

    E-mail:
dofsink@golawintl.com

    Fax:
(212) 688-7273

     

    If to the
Warrant Holder:

     

    at the address Dr telecopier number and
to the attention of the person shown on the Company's warrant
register.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    11.           Miscellaneous.

    


    a. This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. This Warrant may be amended
only by a writing signed by the Company and the Warrant Holder.

    


    b.
Nothing in this Warranl shall be construed to give to any person or corporation
other than the Company and the Warrant Holder any legal or equitable right,
remedy or cause of action under this Warrant; this Warrant shall be for the sole
and exclusive benefit of the Company and the Warrant Holder.

    


    c. This
Warrant shall be governed by, construed and enforced in accordance with the
substantive laws of the State of New York without regard to the principles of
conflicts of law thereof.

    


    d. 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 tile provisions
hereof.

    


    e. In
case anyone 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 sllall 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 therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

    


    f. The
Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
rights of a stockholder of the Company, either allaw or equity, and the rights
of the Warrant Holder are limited to those expressed in this
Warrant.

    


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

     

    Date:
______________

     

    
      
        	 	CHINA FOR-GEN
      CORP.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:
      Sherry Xue Li,	 
	 	 	Title:
      President	 
	 	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    FORM
OF ELECTION TO PURCHASE

    


    
      (To be
executed by the Warrant Holder to exercise the right to purchase shares of
Common Stock under the roregoing Warrant)

    

    


    To: China For-Gen
Corp.:

    


    In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase _____________ shares of Common
Stock (“Common Stock”), $,001 par value, of China For-Gen Corp. and
encloses the Warrant and $ ______ for each Warrant Share being purchased or an aggregate of $ in cash
or certified bank check or checks, which sum represents aggregate Exercise Price
(as defined in the Warrant) together with any applicahle taxes payable by Ihe
undersigned pursuant to the Warrant,

    


    The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of;

     

    
      
        	
                 

              
	 
      
	
                 

              
	 
      
	
                 

              
	
                (Please
      print name and address)

              
	 
      
	
                 

              
	
                (Please
      insert Social Security or Tax Identification
  Number)

              


      

    

     

    __________

    If the
number of shares of Common Stock issuable upon this exercise shall not be all
ohile shares of Common Stock which the undersigned is entitled to purchase in
accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

    


    
      	
               

            
	 
      
	
               

            
	 
      
	
               

            
	
              (Please
      print name and address)

            


    

     

    
      
        	
                Dated:

              	
                 

              	 	

                Name
      of Warrant holder:

              
	 	 	 	 
	 	 	 	 
	(Print)
      	 
      	 	 
      


      

    

     

     

    
      
        	
                (By:)

              	 
      	 
      
	 
      	 
      	 
      
	

                (Name:)

              	
                 

              	
                 

              
	 
      	 
      	 
      
	
                (Title:)

              	 
      	 
      
	 	 	 
	Signature
      must confirm in all respects to name of Warrant holder as specified
      on the face of the Warrant


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    FORM
OF TRANSFER

    


    FOR VALUE RECEIVED, ____________ hereby
sells, assigns and transfers unto __________ the right to purchase _________
shares of Warrant Stock evidenced by the within Warrant together with all rights
therein, and does irrovocably constitute and appoint _____________ attorney to
transfer that part (or whole) of the said. Warrant on the books of the within
named corporation.

     

    
      	
              Dated:

            	
               

            	 	

              Name
      of Warrant holder:

            


    

    
 

    
      
        	(Print)
      	 	 
	 	 	 
	
                (By:)

              	 
      	 
      
	 
      	 
      	 
      
	

                (Name:)

              	
                 

              	
                 

              
	 
      	 
      	 
      
	
                (Title:)

              	 
      	
                 
      

              
	 	 	 
	Signature
      must confirm in all respects to   name of Warrant holder as
      specified on the face of the
Warrant


      

    

     

    FOR
USE BY THE ISSUER ONLY:

    


    This Warrant No. - _______ canceled
(or transferred or exchanged) this ______ day of _________, _____, _______
shares of Common Stock issued therefor in the name of _____________ , Warrant
No. _______ issued for ______ shares of Common Stock in the name of
______________.