form10qsb093007a_ex4-1.htm


     

    
      

      

    

    Exhibit
      4.1     Form of Warrant for 2007 Rule 506 Private
      Placement

    


    


    


    


    CHDT
      CORPORATION

    (formerly,
      “CHINA DIRECT TRADING CORPORATION”)

    (“Company”
      or “Issuer”)

    STOCK
      PURCHASE WARRANT

    


    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
      PURPOSES ONLY AND FOR THE INVESTOR’S OWN PERSONAL ACCOUNT AND NOT WITH VIEW TO,
      OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.

    


    THE
      WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT AND MAY NOT
      BE
      SOLD OR TRANSFERRED OR OTHERWISE DISPOSED WITHOUT AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      ACT, QUALIFICATION FOR AN EXEMPTION FROM SAID ACTS. THIS INVESTMENT MAY BE
      SUBJECT TO ADDITIONAL STATE REQUIREMENTS AS SET FORTH
      BELOW.

     

    THE
      OFFERING OF THIS WARRANT BY THE COMPANY IS MADE IN RELIANCE UPON AN EXEMPTION
      FROM REGISTRATION AFFORDED UNDER FLORIDA STATUTES SECTION
      517.061(11)(a).

     

    PURCHASES
      BY A FLORIDA INVESTOR OF THE WARRANT ISSUED BY THE COMPANY ARE VOIDABLE AT
      THE
      OPTION OF THE PURCHASER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF
      CONSIDERATION IS MADE BY THE PURCHASER OF THE WARRANT TO THE COMPANY OR ITS
      AGENT, OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THE PRIVILEGE IS
      COMMUNICATED TO THE PURCHASER, WHICHEVER OCCURS LATER.  IF PURCHASER
      OF THE WARRANT SHOULD DETERMINE TO WITHDRAW HIS OR HER OR ITS ACCEPTANCE OF
      THE
      OFFER TO INVEST IN THE WARRANT UNDER SUCH CIRCUMSTANCES, THE PURCHASER OF THE
      WARRANT MAY DO SO WITHOUT ANY LIABILITY WHATSOEVER.

     

    RESTRICTED
      STOCK PURCHASE WARRANT

    To
      Purchase Shares of China Direct Trading Corporation

    


    April
      30, 2007

    


     

    
      
        
        

      

      
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             THIS
      CERTIFIES that_________, located at __________________ (the "Holder")
      is entitled, upon the terms and subject to the conditions hereinafter set forth,
      at any time on or after the date first written above and on or prior to April
      30, 2017, but not thereafter, to subscribe for and purchase, from CHDT
      Corporation, a Florida corporation (the "Company”) that number of shares of the
      Company's Common Stock, $0.0001 par value per share (the "Shares") that equals
      THIRTY PERCENT (30%) of the number of Shares purchased by the Holder under
      the
      April 2007 Private Placement by the Company of its Shares to the Holder, which
      number of Shares is: ______________Shares.  The Shares covered by this
      Warrant may be purchased at a purchase price per share of  $0.017 (the
      "Exercise Price"). "Shares" shall mean the Common Stock, $0.0001 par value
      per
      share,  of the Company.

    


             1.
      Exercise of Warrant.

    


                      (a)
      The purchase rights represented by this Warrant are exercisable by the Holder,
      in whole or in part, at any time after 9:00 a.m., local Miami time, on April
      30,
      2007, the date of this Warrant, and before 4:30 p.m., local Miami time, on
      April
      30, 2017, by the surrender of this Warrant and the Notice of Exercise annexed
      hereto duly executed at the office of the Company, in Cooper City,
      Florida  (or such other office of the Company as it may designate by
      notice in writing to the Holder at the address of the Holder appearing on the
      books of the Company), and upon payment of the Exercise Price of the Shares
      thereby purchased (by cash or by check or bank draft payable to the order of
      the
      Company in an amount equal to the aggregate Exercise Price of the Shares thereby
      purchased); whereupon the Holder shall be entitled to receive a certificate
      for
      the number of Shares so purchased. The Company agrees that if at the time of
      the
      surrender of this Warrant and purchase of the Shares, the Holder shall be
      entitled to exercise this Warrant, the Shares so purchased shall be and be
      deemed to be issued to such holder as the record owner of such Shares as of
      the
      close of business on the date on which this Warrant shall have been exercised
      as
      aforesaid.

    


             (b)
      Certificates for Shares purchased hereunder shall be delivered to the Holder
      within FIFTEEN (15) business days after the date on which this Warrant shall
      have been exercised as aforesaid.  For purposes of this Warrant,
“business day” shall mean any weekday, Monday through Friday, that the banks
      located in Miami, Florida are open for business.

    


             (c)
      The Company covenants that all Shares which may be issued upon the exercise
      of
      rights represented by this Warrant will, upon exercise of the rights represented
      by this Warrant, be fully paid and non-assessable and free from all taxes,
      liens
      and charges in respect of the issue thereof (other than taxes in respect of
      any
      transfer occurring contemporaneously with such issue).  The Shares
      shall be “restricted securities” as defined in Rule 144 of the Securities Act of
      1933, as amended, and may not be freely transferred, sold, or disposed of,
      or
      pledged, hypothecated or encumbered without registration of the Shares under
      the
      Securities Act of 1933, as amended, and similar state securities laws, or by
      obtaining an exemption under federal and state securities laws from such a
      registration.

    


    2.
      No
      Fractional Shares or Scrip. No fractional shares or scrip representing
      fractional shares shall be issued upon the exercise of this Warrant. With
      respect to any fraction of a Share called for upon the exercise of this Warrant,
      an amount equal to such fraction multiplied by the then current price at which
      each Share may be purchased hereunder shall be paid in cash to the
      Holder.

    


             3.
      Charges, Taxes and Expenses. Issuance of certificates for Shares upon the
      exercise of this Warrant shall be made without charge to the holder hereof
      for
      any issue or transfer tax or other incidental expense in respect of the issuance
      of such certificate, all of which taxes and expenses shall be paid by the
      Company, and such certificates shall be issued in the name of the
      Holder.

    


             4.
      No Rights as Shareholders. This Warrant does not entitle the Holder to any
      voting rights or other rights as a shareholder of the Company prior to the
      exercise of the Warrant and purchase of the underlying Shares.

    


             5.
      Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company
      of evidence reasonably satisfactory to it 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 it, and upon reimbursement
      to
      the Company of all reasonable expenses incidental thereto, and upon surrender
      and cancellation of this Warrant, if mutilated, the Company will make and
      deliver a new Warrant of like tenor and dated as of such cancellation, in lieu
      of this Warrant.

    


    6.
      Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking
      of any action or the expiration of any right required or granted herein shall
      be
      a Saturday or a Sunday or shall be a legal holiday in Miami, Florida, then
      such
      action may be taken or such right may be exercised on the next succeeding
      business day not a legal holiday.

    


             7.
      Automatic Exercise and Dilution.

    


                      (a)
      Automatic Exercise on Merger, etc. If at any time the Company proposes (A)
      the
      acquisition of the Company by another entity by means of any transaction or
      series of related transactions (including, without limitation, any
      reorganization, merger, consolidation or stock issuance) that results in the
      transfer of fifty percent (50%) or more of the then outstanding voting power
      of
      the Company; or (B) a sale of all or substantially all of the assets of the
      Company, then the Company shall give the Holder ten (10) days notice of the
      proposed effective date of such a transaction. If, in the case of an acquisition
      of the Company by an entity that has its securities publicly traded on a
      national securities exchange, the Warrant has not been exercised by the
      effective date of the transaction, the Warrant shall be automatically exercised
      on any business day thereafter that is selected by the Holder and is within
      90
      days of such effective date of the transaction.

    


                      (b)
      Reclassification, etc. If the Company at any time shall, by subdivision,
      combination or reclassification of securities or otherwise, change any of the
      securities to which purchase rights under this Warrant exist  into the
      same or a different number of securities of any class or classes, this Warrant
      shall thereafter be to acquire such number and kind of securities as would
      have
      been issuable as the result of such change with respect to the securities which
      were subject to the purchase rights under this Warrant immediately prior to
      such
      subdivision, combination, reclassification or other change. If the Shares are
      subdivided or combined into a greater or smaller number of Shares, the Exercise
      Price under this Warrant shall be proportionately reduced in case of subdivision
      of shares or proportionately increased in the case of combination of shares,
      in
      both cases by the ratio which the total number of Shares to be outstanding
      immediately after such event bears to the total number of Shares outstanding
      immediately prior to such event.

    


                      (c)
      Cash Distributions. No adjustment on account of cash dividends or interest
      on
      the Shares or other securities purchasable hereunder will be made to the
      Exercise Price under this Warrant.

     

     

    
      
        
        

      

      
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             8.
      Miscellaneous.

    


                      (a)
      Issue Date. The provisions of this Warrant shall be construed and shall be
      given
      effect in all respect as if it had been issued and delivered by the Company
      on
      April 30, 2007. This Warrant shall be binding upon any successors or assigns
      of
      the Company. This Warrant shall constitute a contract under the laws of the
      State of Florida and for all purposes shall be construed in accordance with
      and
      governed by the laws of said state.

    


                      (b)
      Restrictions. The Holder acknowledges that the Shares acquired upon the exercise
      of this Warrant have restrictions upon its their resale, transfer, pledging
      or
      encumbrance imposed by state and federal securities laws.

    


    (c)
      Waivers and Amendments. This Warrant and any provisions hereof may be changed,
      waived, discharged or terminated only by an instrument in writing signed by
      the
      party against which enforcement of the same is sought.

    


     (d)
      Assignment and Transferability. This Warrant may be assigned or transferred
      by
      the Holder only with the prior written approval of the Company; provided,
      however, that no such approval of the Company shall be necessary for an
      assignment or transfer by a Holder to a fund, partnership, limited liability
      company or other entity that is affiliated with such transferring Holder or
      to a
      successor in interest to the Holder; provided, however, that, the transferee
      agrees in writing to be subject to the terms hereof to the same extent as if
      he,
      she or it were an original Holder hereunder.

    


    (e)  Accredited
      Investor.  The Holder hereby represents to the Company that it, he or
      she is an “Accredited Investor” (as defined in Rule 501(a) under Regulation D,
      as promulgated under the Securities Act of 1933, as
      amended.   Further, the Holder represents to the Company that the
      Holder is acquiring this Stock Purchase Warrant and the Shares that are acquired
      upon the exercise of this Stock Purchase Warrant solely for the Holder’s
      investment account and not with any intent to resell or distribute said
      securities to others.

    


    (f)  Reasonable
      Time.  The Holder has had reasonable time for the Holder and its
      professional advisors to ask questions about the business, financial and
      business development of the Company and to review any and all financial
      statements of the Company prior to the acceptance of this Warrant by the
      Holder.

    


    (g)  Questionnaire.  The
      Holder has completed the investor questionnaire attached hereto as Exhibit
      One
      and hereby represents to the Company that all responses by the Holder are true
      and complete as of the date of said questionnaire.  Holder further
      agrees and acknowledges that the Holder understands that the Company will rely
      on the completed questionnaire submitted by the Holder to ensure compliance
      with
      applicable federal and state securities laws and regulations in respect of
      the
      issuance of this Warrant to the Holder.

    


    (h)  Additional
      Acts.   The parties agree that they will take all actions and
      execute all instruments and documents reasonably necessary for the issuance
      of
      this Warrant and the  issuance of any Shares to fully comply with
      applicable federal and state securities laws and regulations,

    


     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, CHDT CORP. has caused this Stock Purchase Warrant to be
      executed by its officers thereunto duly authorized.

    


    Dated:
      ____________________, 2007

    CHDT
      CORP.

    350
      Jim
      Moran Blvd., Suite 120

    Deerfield
      Beach, Florida 33442

    954
      252
      3440

    


    By:
      _____________________________________________________

    Gerry
      McClinton, Chief Operating
      Officer.

    


    


    


    


    NOTICE
      OF
      EXERCISE

    


    TO:
      CHDT
      CORP:

    


    (1)
      The
      undersigned hereby elects to purchase _______________________ shares
      of

    Common
      Stock, $0.0001 par value per share, (the "Shares") of CHDT CORP?, a Florida
      corporation, pursuant to the terms of the attached Warrant, and tenders herewith
      payment of the purchase price in full, together with all applicable transfer
      taxes, if any.

    


             (2)
      Please issue a certificate or certificates representing the Shares

    in
      the
      name of the undersigned or in such other name as is specified
      below:

    


    ____________________________________________________________________

    (Print
      Name)

    


    ___________________________________________________________________

    


    ____________________________________________________________________

    


    _____________________________________________________________________

    


             (3)
      The undersigned confirms that the Shares are being acquired for the account
      of
      the undersigned for investment only and not with a view to, or for resale in
      connection with, the distribution thereof and that the undersigned has no
      present intention of distributing or selling the Shares.

    


    Name:
      _________________________________________

    


    


    ________________________________________________

                            (Signature)

    


    ___________________________________________________

                          (Print
      Full Legal Name)

    


    Social
      Security or EIN Number:____________________________________

    


    


    


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