FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • April 24th, 2008 • China Logistics Group Inc • Services-business services, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 18, 2008, by and among CHINA LOGISTICS GROUP, INC., a Florida corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”) (each agreement with a Subscriber being deemed a separate and independent agreement between the Company and such Subscriber, except that each Subscriber acknowledges and consents to the rights granted to each other Subscriber [each, an “Other Subscriber”] under such agreement and the Transaction Documents, as defined in Section 5(c) of this Agreement, referred to therein).
FORM OF WARRANTChina Logistics Group Inc • April 24th, 2008 • Services-business services, nec
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA LOGISTICS GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
