Ex-4.1 Warrant Agreement



 






Exhibit 4.1





THIS WARRANT AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.



August 26, 2005




WARRANT TO PURCHASE SHARES OF

COMMON STOCK OF

SinoFresh HealthCare, Inc.




     THIS CERTIFIES THAT for value received, CAM-Global, (together with successors and assigns, the
“Holder”), is entitled to subscribe for and purchase Twelve Thousand (12,000) shares (the “Shares”)
of Common Stock, no par value per share, of SinoFresh Healthcare, Inc., a Florida corporation (the
“Company”), at an exercise price per share of Common Stock equal to fifty-five cents ($0.55) (the
“Exercise Price”), subject to the provisions and upon the terms and conditions set forth herein.
This Warrant is being issued pursuant to that certain Project Agreement with the Company dated
August 1, 2005 (the “Agreement”).



     1. Term. This Warrant is exercisable at any time prior to August 26, 2010 (the
“Exercise Period”).



     2. Exercise of Warrant. There is no obligation to exercise all or any portion of the
Warrant. The Warrant (or any portion thereof) may be exercised at any time after the date hereof
only by delivery to the Company of:



          (a) Written notice of exercise in form and substance identical to Exhibit A attached
to this Warrant; and




          (b) Payment of the Exercise Price of the Shares being purchased, may be made by (1) cash or by
check, (2) cancellation of indebtedness of the Company to the Holder equal to the Exercise Price,
(3) a cashless exercise procedure pursuant to a formula (“Formula Cashless Exercise”), or (4) any
combination of the foregoing. In the event of a Formula Cashless Exercise, the Holder shall
surrender this Warrant to the Company with a written notice of the Holder’s intention to effect a
cashless exercise, including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof; and, in lieu of paying the Exercise Price
in cash, the Holder shall surrender this Warrant for that number of shares of Common Stock
determined by multiplying the number of Shares to which it would otherwise be entitled by a
fraction, the numerator of which shall be the difference between (i) the average Market Price per
share of the Common Stock for the five (5) Trading Days immediately prior to the date of delivery
of the cashless exercise notice to the Company




 









 







(the “Cashless Exercise Market Price”) and (ii) the
Exercise Price, and the denominator of which shall be the Cashless Exercise Market Price. As used
herein, “Market Price” means, as of any Trading Day, (i) the closing sale price for the shares of
Common Stock on the NASD OTC Bulletin Board (“OTCBB”) as reported by Bloomberg, or (ii) if the
OTCBB is not the principal trading market for the shares of Common Stock, the closing sale price on
the principal trading market for the Common Stock as reported by Bloomberg, or (iii) if market
value cannot be calculated as of such date on any of the foregoing basis, the Market Price shall be
the fair market value as reasonably determined in good faith by the Company’s Board of Directors.
As used herein, a “Trading Day” shall mean any day on which the Company’s Common Stock is traded
for any period on the OTCBB, or on the principal securities exchange or other securities market on
which the Company’s Common Stock is then being traded




     3. Issuance of Certificates. Upon the exercise of this Warrant, the issuance of
certificates for Shares underlying this Warrant shall be made forthwith, and such certificates
shall be issued (subject to the provisions of Section 4 hereof) in the name of, or in such names as
may be directed by, the Holder hereof; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the issuance and delivery
of any such certificates in a name other than that of the Holder, and the Company shall not be
required to issue or deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall have established to
the satisfaction of the Company that such tax has been paid. The person or persons in whose
name(s) any certificate(s) representing Shares shall be issued upon exercise hereof shall be deemed
to have become the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the Shares represented thereby, and such Shares shall be deemed to have been issued,
immediately prior to the close of business on the date(s) upon which this Warrant is exercised.



     4. Restrictions on Exercise and Transfer.



          4.1 Exercise. As a condition to the exercise hereof, the Holder shall make any
truthful representation or warranty reasonably required to facilitate the application of any
exemption(s) from federal and state registration requirements in connection therewith.




          4.2 Holder’s Intent. The Holder of this Warrant, by acceptance hereof, represents and
warrants to the Company that such Holder is acquiring this Warrant and the Shares for investment
for the Holder’s own account and not with a view to, or for resale in connection with, any
distribution thereof.




          4.3 Transfer. Neither this Warrant nor the Shares have been registered under the
Securities Act, and none of the foregoing may be sold or transferred in whole or in part unless the
Holder shall have first given notice to the Company describing such sale or transfer and furnished
to the Company an opinion of counsel (which counsel and opinion (in form and substance) shall be
reasonably satisfactory to the Company) to the effect that the proposed sale or transfer may be
made without registration under the Securities Act.




          4.4 Legends. Each certificate representing Shares purchased hereunder shall bear the
following legends:




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THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR
UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.




THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE
CORPORATION WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH STOCKHOLDER
WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE PARTICIPATION, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTION OF SUCH PREFERENCES
AND/OR RIGHTS.



     5. Adjustment of Exercise Price and Number of Shares for Subdivision or Combination of
Common Stock.



          5.1 Adjustments.




               (1) Subdivision. In the event that the Company at any time or from time to time after
the date of this Warrant shall declare or pay any dividend on the shares of Common Stock payable in
shares of Common Stock or in any right to acquire shares of Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of shares of Common
Stock (by stock split, reclassification or otherwise), then the Exercise Price in effect
immediately prior to such event shall, concurrently with the effectiveness of such event, be
decreased proportionately.



               (2) Combination. In the event that at any time or from time to time after the date of
this Warrant the outstanding shares of Common Stock shall be combined or consolidated into a lesser
number of shares of Common Stock (by reclassification or otherwise), then the Exercise Price in
effect immediately prior to such event shall, concurrently with the effectiveness of such event, be
increased proportionately.



          5.2 Adjustment for Reclassification, Exchange, or Substitution. In the event of any
reorganization or any reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation or corporations or the conveyance of all or
substantially all of the Company’s assets to another corporation (except for any such transaction
which is treated as a liquidation, dissolution or winding up of the Company), this Warrant shall
thereafter be exercisable for the number of shares of stock or other securities or property
(including cash) to which a holder of the number of remaining Shares purchasable hereunder would
have been entitled upon the record date of (or date of, if no record date is fixed) such
reorganization, reclassification, consolidation, merger or conveyance; and, in any case,
appropriate adjustment (as determined by the Board of Directors) shall be made in the application
of the provisions herein set forth with respect to the rights and interests thereafter of the
Holder of this Warrant to the end that the provisions set forth herein shall thereafter be
applicable, as nearly as equivalent as is practicable, in relation to any shares of stock or the
securities or property (including cash) thereafter deliverable upon the exercise of this Warrant.




          5.3 Adjustment to Number of Shares Purchasable Hereunder. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 5, the number of Shares purchasable upon





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the exercise hereof shall be adjusted to the nearest whole number of Shares calculated by
multiplying the Exercise Price in effect immediately prior to such adjustment by the number of
Shares purchasable upon the exercise hereof immediately prior to such adjustment and dividing the
product so obtained by the Exercise Price in effect immediately after such adjustment.




     6. Exchange and Replacement of Certificate.



          6.1 This Warrant is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal office of the Company, for a new Warrant of like tenor and date
representing in the aggregate the right to purchase the same number of Shares as are purchasable
hereunder in such denominations as shall be designated by the Holder hereof at the time of such
surrender.




          6.2 Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to the Company, and return and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu
of this Warrant.




     7. Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of Shares on the exercise of this Warrant, nor shall it be
required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the
parties that all fractional interests shall be eliminated.



     8. Withholding Taxes.



          8.1 Whenever Shares are to be issued upon the exercise of this Warrant, the Company shall have
the right to require the Holder to remit to the Company in cash an amount sufficient to satisfy
U.S. federal, state and local withholding tax requirements, if any, prior to the delivery of any
certificate or certificates for such Shares.




          8.2 Notwithstanding Section 8.1, at the election of a Holder, subject to the approval of the
Board of Directors of the Company, when Shares are to be issued upon the exercise of this Warrant,
the Holder may tender to the Company a number of Shares, or the Company shall withhold a number of
such Shares, the fair market value of which is sufficient to satisfy the tax requirements, if any,
attributable to such exercise or occurrence.




     9. Reservation of Securities. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for the purpose of
issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be
issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this
Warrant and payment of the Exercise Price therefore, all Shares issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable.



     10. No Rights as Shareholders. Nothing contained in this Warrant confers or shall be
construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice
as a shareholder in respect of any meetings of shareholders for the election of directors or any
other matter, or as having any rights whatsoever as a shareholder of the Company.



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     11. Notices. All notices, requests, consents and other communications hereunder shall
be in writing and shall be deemed to have been duly made when delivered, when sent by a nationally
recognized overnight courier or when mailed by registered or certified mail, return receipt
requested:



          (a) If to the registered Holder of this Warrant, to the address of such Holder as shown on the
books of the Company; or




          (b) If to the Company, to SinoFresh HealthCare, Inc., 516 Paul Morris Drive, Englewood,
Florida 34223, Attention: Chief Financial Officer, or to such other address as the Company may
designate by notice to the Holder.




     12. Successors. All of the covenants, agreements, representations and warranties
contained in this Warrant shall bind the parties hereto and their respective heirs, executors,
administrators, distributes, successors and assigns.



     13. Headings. The headings in this Warrant are intended for convenience only and
shall have no substantive effect.



     14. Governing Law. This Warrant shall be construed and enforced in accordance with,
and governed by, the laws of the State of Florida, without giving effect to conflict of law
principles.



     15. Amendment . The provisions of this Warrant may be waived, amended,
supplemented or modified (either prospectively or retroactively) either (i) by the written
agreement of the Company and the Holders of the right to purchase at least a majority of the
remaining Shares purchasable hereunder or (ii) in accordance with the Letter.




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



	 	 	 	 	 	 	 
	 	 	SINOFRESH HEALTHCARE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott M. Klein	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	Dated as of August 26, 2005
	 	 	 	 	 	 






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Exhibit A




FORM OF EXERCISE AGREEMENT




Date:                                          , 200                    




To: SinoFresh HealthCare, Inc.




     The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to
purchase                                 shares of Common Stock covered by such Warrant, and makes payment herewith
in full therefor at the price per share provided by such Warrant in cash or by certified or
official bank check or by wired funds in the amount of, or, by surrender of securities issued by
the Company (including a portion of the Warrant) having a market value (in the case of portion of
this Warrant, determined in accordance with Section 2 of the Warrant) equal to $                    . Please
issue a certificate or certificates for such shares of Common Stock in the name of and pay any cash
for any fractional share to:



	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Note:	 	The above signature should correspond
exactly with the name on the face of the
within Warrant, if applicable.	 	 





and, if said number of shares of Common Stock shall not be all the shares purchasable under the
within Warrant, a new Warrant is to be issued in the name of said undersigned covering the balance
of the shares purchasable thereunder less any fraction of a share paid in cash.





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