ARDMORE HOLDING CORPORATION SERIES D WARRANT TO PURCHASE ____ SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE
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 NOTE MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS
PERMITTED UNDER THE SECURITIES PURCHASE AGREEMENT (AS DEFINED).
WD-
ARDMORE
HOLDING CORPORATION
SERIES
D WARRANT TO PURCHASE ____ SHARES OF
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
FOR
VALUE
RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase,
subject to the provisions of this Series D Warrant (the “Warrant”), from Ardmore
Holding Corporation, a Delaware corporation (“Company”), at any time prior to
5:00 P.M., New York City time on June 6, 2011 at an exercise price per share
equal to the Warrant Price (as defined), ___ shares (“Warrant Shares”) of the
Company’s Common Stock, par value $0.001 per share (“Common Stock”). The number
of Warrant Shares purchasable upon exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time as described herein.
This
Warrant is one of a series of Warrants of like tenor issued in connection with,
among other things, (i) the Placement Agent Agreement (the “Placement
Agreement”) dated January 7, 2008 by and between WestPark Capital, Inc. and
Tianjin Yayi Industrial Co., Ltd. and (ii) the transactions contemplated by
the
Amended and Restated Securities Purchase Agreement, dated as of May 12, 2008,
as
amended (the “Purchase Agreement”), among the Company and the investors party
thereto. (This Warrant, together with the other Series D Warrants issued in
connection with the Placement Agreement and the Purchase Agreement are referred
to collectively as the “Series D Warrants.”). The term “Warrant Price” means the
lesser of (i) $1.35, subject to adjustment as provided in Section 8 herein
and
(ii) the Next Round Value (as defined). The term “Next Round Value” means the
per share dollar value of the securities issued by the Company in the first
private placement that is effected after the Closing, such dollar value to
be
equal to a fraction, the numerator of which is the aggregate purchase price
of
the securities sold in such private placement and the denominator of which
is
the number of shares of Common Stock (including and after giving effect to
the
shares of Common Stock issuable upon exercise or conversion of the securities
issued or issuable in such private placement, determined as of the date of
the
first closing of such private placement), issued in such private placement.
Capitalized terms used herein have the respective meanings ascribed thereto
in
the Purchase Agreement unless otherwise defined herein.
Section
1. Registration.
The
Company shall maintain books for the transfer and registration of the Warrant.
Upon the initial issuance of this Warrant, the Company shall issue and register
the Warrant in the name of the Warrantholder.
Section
2. Transfers.
Subject
to compliance with the restrictions imposed by the Purchase Agreement, the
Company shall transfer this Warrant from time to time upon the books to be
maintained by the Company for that purpose, upon surrender hereof for transfer,
properly endorsed or accompanied by appropriate instructions for transfer and
such other documents as may be reasonably required by the Company.
Section
3. Exercise
of Warrant; Limitations on Exercise.
(a)
Subject to the provisions hereof, the Warrantholder may exercise this Warrant,
in whole or in part, at any time prior to its expiration upon surrender of
the
Warrant, together with delivery of a duly executed Warrant exercise form, in
the
form attached hereto as “Appendix
A”
(the
“Exercise Agreement”) and payment by cash, certified check or wire transfer of
funds (or,
as
provided in Section 19, by cashless exercise as provided therein) of
the
aggregate Warrant Price for that number of Warrant Shares then being purchased,
to the Company during normal business hours on any business day at the Company’s
principal executive offices (or such other office or agency of the Company
as it
may designate by notice to the Warrantholder). The Warrant Shares so purchased
shall be deemed to be issued to the Warrantholder or the Warrantholder’s
designee, as the record owner of such shares, as of the close of business on
the
date on which this Warrant shall have been surrendered (or the date evidence
of
loss, theft or destruction thereof and security or indemnity satisfactory to
the
Company has been provided to the Company), the Warrant Price shall have been
paid and the completed Exercise Agreement shall have been delivered.
Certificates for the Warrant Shares so purchased shall be delivered to the
Warrantholder within a reasonable time, not exceeding seven Business Days,
after
this Warrant shall have been so exercised. The certificates so delivered shall
be in such denominations as may be requested by the Warrantholder and shall
be
registered in the name of the Warrantholder or such other name as shall be
designated by the Warrantholder, as specified in the Exercise Agreement. If
this
Warrant shall have been exercised only in part, then, unless this Warrant has
expired, the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the Warrantholder a new Warrant representing the right
to purchase the number of shares with respect to which this Warrant shall not
then have been exercised. Each exercise hereof shall constitute the affirmation
by the Warrantholder (as if the Warrantholder were an Investor) that the
representations and warranties contained in Sections 5.1 through 5.9 of the
Purchase Agreement are true and correct in all respects with respect to the
Warrantholder as of the time of such exercise.
(b)
Notwithstanding anything in this Warrant to the contrary, in no event shall
the
Warrantholder be entitled to exercise a number of Warrants (or portions thereof)
in excess of the number of Warrants (or portions thereof) upon exercise of
which
the sum of (i) the number of shares of Common Stock beneficially owned by the
Warrantholder and its Affiliates (other than shares of Common Stock which may
be
deemed beneficially owned through the ownership of the unexercised Warrants
and
the unexercised or unconverted portion of any other securities of the Company
(subject to a limitation on conversion or exercise analogous to the limitation
contained herein) and (ii) the number of shares of Common Stock issuable upon
exercise of the Warrants (or portions thereof) with respect to which the
determination described herein is being made, would result in beneficial
ownership by the Warrantholder and its Affiliates of more than 4.99% of the
outstanding shares of Common Stock. For purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
thereunder, except as otherwise provided in clause (i) of the preceding
sentence. Notwithstanding anything to the contrary contained herein, the
limitation on exercise of this Warrant may be waived by written agreement
between the Warrantholder and the Company; provided,
however,
such
waiver may not be effective less than sixty-one (61) days from the date
thereof.
-2-
Section
4. Compliance
with the Securities Act of 1933.
Except
as provided in the Purchase Agreement, the Company may cause the legend set
forth on the first page of this Warrant to be set forth on each Warrant, and
a
similar legend on any security issued or issuable upon exercise of this Warrant,
unless counsel for the Company is of the opinion as to any such security that
such legend is unnecessary.
Section
5. Payment
of Taxes.
The
Company will pay any documentary stamp taxes attributable to the initial
issuance of Warrant Shares issuable upon the exercise of the Warrant;
provided,
however,
that
the Company shall not be required to pay any tax or taxes which may be payable
in respect of any transfer involved in the issuance or delivery of any
certificates for Warrant Shares in a name other than that of the Warrantholder
in respect of which such shares are issued, and in such case, the Company shall
not be required to issue or deliver any certificate for Warrant Shares or any
Warrant until the person requesting the same has paid to the Company the amount
of such tax or has established to the Company’s reasonable satisfaction that
such tax has been paid. The Warrantholder shall be responsible for income taxes
due under federal, state or other law, if any such tax is due.
Section
6. Mutilated
or Missing Warrants.
In case
this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
issue in exchange and substitution of and upon surrender and cancellation of
the
mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen
or destroyed, a new Warrant of like tenor and for the purchase of a like number
of Warrant Shares, but only upon receipt of evidence reasonably satisfactory
to
the Company of such loss, theft or destruction of the Warrant, and with respect
to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with
respect thereto, if requested by the Company.
Section
7. Reservation
of Common Stock.
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 providing for the
exercise of the Warrants, such number of shares of Common Stock as shall from
time to time equal the number of shares sufficient to permit the exercise of
the
Warrants in accordance with their respective terms. The Company agrees that
all
Warrant Shares issued upon due exercise of the Warrant shall be, at the time
of
delivery of the certificates for such Warrant Shares, duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the
Company.
-3-
Section
8. Adjustments.
Subject
and pursuant to the provisions of this Section 8, the Warrant Price and number
of Warrant Shares subject to this Warrant shall be subject to adjustment from
time to time as set forth hereinafter.
(a) If
the
Company shall, at any time or from time to time while this Warrant is
outstanding, pay a dividend or make a distribution on its Common Stock in shares
of Common Stock, subdivide its outstanding shares of Common Stock into a greater
number of shares or combine its outstanding shares of Common Stock into a
smaller number of shares or issue by reclassification of its outstanding shares
of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then (i) the Warrant Price in effect
immediately prior to the date on which such change shall become effective shall
be adjusted by multiplying such Warrant Price by a fraction, the numerator
of
which shall be the number of shares of Common Stock outstanding immediately
prior to such change and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after giving effect to such change
and
(ii) the number of Warrant Shares purchasable upon exercise of this Warrant
shall be adjusted by multiplying the number of Warrant Shares purchasable upon
exercise of this Warrant immediately prior to the date on which such change
shall become effective by a fraction, the numerator of which is shall be the
Warrant Price in effect immediately prior to the date on which such change
shall
become effective and the denominator of which shall be the Warrant Price in
effect immediately after giving effect to such change, calculated in accordance
with clause (i) above. Such adjustments shall be made successively whenever
any
event listed above shall occur.
(b) If
any
capital reorganization or reclassification of the capital stock of the Company,
consolidation or merger of the Company with another corporation in which the
Company is not the survivor, or sale, transfer or other disposition of all
or
substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange
for
a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition
not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment
of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as
may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof. The Company shall not effect
any such consolidation, merger, sale, transfer or other disposition unless
prior
to or simultaneously with the consummation thereof the successor corporation
(if
other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the
Warrantholder, at the last address of the Warrantholder appearing on the books
of the Company, such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Warrantholder may be entitled to purchase,
and the other obligations under this Warrant. The provisions of this paragraph
(b) shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions.
-4-
(c) In
case
the Company shall fix a payment date for the making of a distribution to all
holders of Common Stock (including any such distribution made in connection
with
a consolidation or merger in which the Company is the continuing corporation)
of
evidences of indebtedness or assets (other than cash dividends or cash
distributions payable out of consolidated earnings or earned surplus or
dividends or distributions referred to in Section 8(a)), or subscription rights
or warrants, the Warrant Price to be in effect after such payment date shall
be
determined by multiplying the Warrant Price in effect immediately prior to
such
payment date by a fraction, the numerator of which shall be the total number
of
shares of Common Stock outstanding multiplied by the Market Price (as defined
below) per share of Common Stock immediately prior to such payment date, less
the fair market value (as determined by the Company’s Board of Directors in good
faith) of said assets or evidences of indebtedness so distributed, or of such
subscription rights or warrants, and the denominator of which shall be the
total
number of shares of Common Stock outstanding multiplied by such Market Price
per
share of Common Stock immediately prior to such payment date. “Market Price” as
of a particular date (the “Valuation Date”) shall mean the following: (a) if the
Common Stock is then listed on a national stock exchange, the closing sale
price
of one share of Common Stock on such exchange on the last trading day prior
to
the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock
Market, Inc. (“Nasdaq”), the OTC Bulletin Board (the “Bulletin Board”) or such
similar quotation system or association, the closing sale price of one share
of
Common Stock on Nasdaq, the Bulletin Board or such other quotation system or
association on the last trading day prior to the Valuation Date or, if no such
closing sale price is available, the average of the high bid and the low asked
price quoted thereon on the last trading day prior to the Valuation Date; or
(c)
if the Common Stock is not then listed on a national stock exchange or quoted
on
Nasdaq, the Bulletin Board or such other quotation system or association, the
fair market value of one share of Common Stock as of the Valuation Date, as
determined in good faith by the Board of Directors of the Company and the
Warrantholder. If the Common Stock is not then listed on a national securities
exchange, Nasdaq the Bulletin Board or such other quotation system or
association, the Board of Directors of the Company shall respond promptly,
in
writing, to an inquiry by the Warrantholder prior to the exercise hereunder
as
to the fair market value of a share of Common Stock as determined by the Board
of Directors of the Company. In the event that the Board of Directors of the
Company and the Warrantholder are unable to agree upon the fair market value
in
respect of subpart (c) of this paragraph, the Company and the Warrantholder
shall jointly select an appraiser, who is experienced in such matters. The
decision of such appraiser shall be final and conclusive, and the cost of such
appraiser shall be borne equally by the Company and the Warrantholder. Such
adjustment shall be made successively whenever such a payment date is
fixed.
(d) An
adjustment to the Warrant Price shall become effective immediately after the
payment date in the case of each dividend or distribution and immediately after
the effective date of each other event which requires an
adjustment.
-5-
(e) In
the
event that, as a result of an adjustment made pursuant to this Section 8, the
Warrantholder shall become entitled to receive any shares of capital stock
of
the Company other than shares of Common Stock, the number of such other shares
so receivable upon exercise of this Warrant shall be subject thereafter to
adjustment from time to time in a manner and on terms as nearly equivalent
as
practicable to the provisions with respect to the Warrant Shares contained
in
this Warrant.
(f) To
the
extent permitted by applicable law and the listing requirements of any stock
market or exchange on which the Common Stock is then listed, the Company from
time to time may decrease the Warrant Price by any amount for any period of
time
if the period is at least twenty (20) days, the decrease is irrevocable during
the period and the Board shall have made a determination that such decrease
would be in the best interests of the Company, which determination shall be
conclusive. Whenever the Warrant Price is decreased pursuant to the preceding
sentence, the Company shall provide written notice thereof to the Warrantholder
at least five (5) days prior to the date the decreased Warrant Price takes
effect, and such notice shall state the decreased Warrant Price and the period
during which it will be in effect.
Section
9. Fractional
Interest.
The
Company shall not be required to issue fractions of Warrant Shares upon the
exercise of this Warrant. If any fractional share of Common Stock would, except
for the provisions of the first sentence of this Section 9, be deliverable
upon
such exercise, the Company, in lieu of delivering such fractional share, shall
pay to the exercising Warrantholder an amount in cash equal to the Market Price
of such fractional share of Common Stock on the date of exercise.
Section
10. Extension
of Expiration Date.
If the
Registration Statement required to include therein the Warrant Shares issuable
upon exercise of this Warrant (to the extent such Warrant Shares then constitute
Registrable Securities), is not declared effective as required by the
Registration Rights Agreement, or if any of the events specified in Section
2(b)
of the Registration Rights Agreement occurs, then the Expiration Date of this
Warrant shall for each day such failure continues, be extended for one
additional day, provided
however,
if such
failure or delay is due to a Blackout Period then the Expiration Date of this
Warrant shall be extended one day for each day beyond the 60-day or 90-day
limits, as the case may be, that the Blackout Period continues. The terms
“Registration Statement,” “Registrable Securities” and “Blackout Period” as used
in this Warrant shall have the meanings ascribed to such terms by the
Registration Rights Agreement.
Section
11. Benefits.
Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.
Section
12. Notices
to Warrantholder.
Upon
the happening of any event requiring an adjustment of the Warrant Price, the
Company shall promptly give written notice thereof to the Warrantholder at
the
address appearing in the records of the Company, stating the adjusted Warrant
Price and the adjusted number of Warrant Shares resulting from such event and
setting forth in reasonable detail the method of calculation and the facts
upon
which such calculation is based. Failure to give such notice to the
Warrantholder or any defect therein shall not affect the legality or validity
of
the subject adjustment.
-6-
Section
13. Identity
of Transfer Agent.
The
Transfer Agent for the Common Stock is American Registrar Transfer Company.
Upon
the appointment of any subsequent transfer agent for the Common Stock or other
shares of the Company’s capital stock issuable upon the exercise of the rights
of purchase represented by the Warrant, the Company will mail to the
Warrantholder a statement setting forth the name and address of such transfer
agent.
Section
14. Notices.
Unless
otherwise provided, any notice required or permitted under this Warrant shall
be
given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon
such delivery, (ii) if given by telex or facsimile, then such notice shall
be
deemed given upon receipt of confirmation of complete transmittal, (iii) if
given by mail, then such notice shall be deemed given upon the earlier of (A)
receipt of such notice by the recipient or (B) three days after such notice
is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier. All notices shall
be addressed as follows: if to the Warrantholder, at its address as set forth
in
the Company’s books and records and, if to the Company, at the address as
follows, or at such other address as the Warrantholder or the Company may
designate by ten days’ advance written notice to the other:
If
to the
Company:
Ardmore
Holding Corporation
▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇. ▇,
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ of Zhonbei Town,
XiQing
District,
Tianjin
City, China 300201
Attn.:
Liu Li, Chief Executive Officer
Fax:
▇▇▇-▇▇▇▇▇▇▇▇
With
a
copy to:
▇▇▇▇▇▇▇
▇▇▇▇ LLP
▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
Section
15. Registration
Rights.
By
acceptance of this Warrant, the Warrantholder is entitled to the benefit of,
and
subject to the obligations of, certain registration rights with respect to
the
shares of Common Stock issuable upon the exercise of this Warrant as provided
in
the Registration Rights Agreement (as if such Warrantholder were a party
thereto), and any subsequent Warrantholder may be entitled to such
rights.
-7-
Section
16. Call
Provision.
In the
event that the closing price of a share of Common Stock as traded on the
Over-the-Counter Bulletin Board (or such other exchange or stock market on
which
the Common Stock may then be listed or quoted) equals or exceeds 200% of the
Warrant Price then in effect (appropriately adjusted for any stock split,
reverse stock split, stock dividend or other reclassification or combination
of
the Common Stock occurring after the date hereof) during which the Registration
Statement (has been effective for at least (1) one year (the “Trading
Condition”), the Company, upon sixty (60) days prior written notice (the “Notice
Period”) given to the Warrantholder, may call this Warrant at a redemption price
equal to $0.01 per share of Common Stock then purchasable pursuant to this
Warrant; provided that (i) the Company simultaneously calls all of the Series
D
Warrants on the same terms, (ii) all of the shares of Common Stock issuable
hereunder either (A) are registered pursuant to an effective Registration
Statement (as defined in the Registration Rights Agreement) which has not been
suspended and for which no stop order is in effect, and pursuant to which the
Warrantholder is able to sell such shares of Common Stock at all times during
the Notice Period or (B) no longer constitute Registrable Securities (as defined
in the Registration Rights Agreement) and (iii) this Warrant is fully
exercisable for the full amount of Warrant Shares covered hereby.
Notwithstanding any such notice by the Company, the Warrantholder shall have
the
right to exercise all, but not less than all, of this Warrant prior to the
end
of the Notice Period.
Section
17. Successors.
All the
covenants and provisions hereof by or for the benefit of the Warrantholder
shall
bind and inure to the benefit of its respective successors and assigns
hereunder.
Section
18. Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.
This
Warrant shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without reference to the choice of law provisions
thereof. The Company and, by accepting this Warrant, the Warrantholder, each
irrevocably submits to the exclusive jurisdiction of the courts of the State
of
New York located in New York County and the United States District Court for
the
Southern District of New York for the purpose of any suit, action, proceeding
or
judgment relating to or arising out of this Warrant and the transactions
contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this Warrant.
The
Company and, by accepting this Warrant, the Warrantholder, each irrevocably
consents to the jurisdiction of any such court in any such suit, action or
proceeding and to the laying of venue in such court. The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably waives any objection
to the laying of venue of any such suit, action or proceeding brought in such
courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.
EACH
OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES
ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.
-8-
Section
19. Cashless
Exercise.
Beginning six (6) months following the Closing Date and so long as the Company
is then required under the Registration Rights Agreement to have effected the
registration of the Warrant Shares for resale to the public pursuant to a
Registration Statement, if the Warrant Shares may not then be sold to the public
pursuant to such registration statement (or the related prospectus) for any
reason (other than as a result of a Blackout Period or as a result of the
Warrantholder’s failure to comply with its obligations under the Registration
Rights Agreement), the Warrantholder may elect to receive, without the payment
by the Warrantholder of the aggregate Warrant Price in respect of the shares
of
Common Stock to be acquired, shares of Common Stock of equal value to the value
of this Warrant, or any specified portion hereof, by the surrender of this
Warrant (or such portion of this Warrant being so exercised) together with
a Net
Issue Election Notice, in the form annexed hereto as Appendix B, duly executed,
to the Company. Thereupon, the Company shall issue to the Warrantholder such
number of fully paid, validly issued and nonassessable shares of Common Stock
as
is computed using the following formula:
X
=
Y
(A -
B)
A
where
X
= the
number of shares of Common Stock to which the Warrantholder is entitled upon
such cashless exercise;
Y
= the
total
number of shares of Common Stock covered by this Warrant for which the
Warrantholder has surrendered purchase rights at such time for cashless exercise
(including both shares to be issued to the Warrantholder and shares as to which
the purchase rights are to be canceled as payment therefor);
A
= the
“Market Price” of one share of Common Stock as at the date the net issue
election is made; and
B
= the
Warrant Price in effect under this Warrant at the time the net issue election
is
made.
Section
20. No
Rights as Stockholder.
Prior
to the exercise of this Warrant, the Warrantholder shall not have or exercise
any rights as a stockholder of the Company by virtue of its ownership of this
Warrant.
Section
21. Amendment;
Waiver.
Any
term of this Warrant may be amended or waived (including the adjustment
provisions included in Section 8 of this Warrant) upon the written consent
of
the Company and the holders of Series D Warrants representing at least 50%
of
the number of shares of Common Stock then subject to all outstanding Series
D
Warrants (the “Majority
Holders”);
provided,
that
(x) any such amendment or waiver must apply to all Series D Warrants; and (y)
the number of Warrant Shares subject to this Warrant, the Warrant Price and
the
Expiration Date may not be amended, and the right to exercise this Warrant
may
not be altered or waived in any manner adverse to the Warrantholder, without
the
written consent of the Warrantholder.
-9-
Section
22. Section
Headings.
The
section headings in this Warrant are for the convenience of the Company and
the
Warrantholder and in no way alter, modify, amend, limit or restrict the
provisions hereof.
**********************************************
-10-
IN
WITNESS WHEREOF, the Company has caused this Series D Warrant to be duly
executed as of the 6th day of June, 2008.
|
ARDMORE
HOLDING CORPORATION
|
|||
|
By:
|
|
||
|
▇▇
▇▇▇, Chief Executive Officer
|
|||
-11-
APPENDIX
A
ARDMORE
HOLDING CORPORATION.
WARRANT
EXERCISE FORM
To:
Ardmore Holding Corporation:
The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
the payment of the Warrant Price and surrender of the Warrant, _______________
shares of Common Stock (“Warrant Shares”) provided for therein, and requests
that certificates for the Warrant Shares be issued as follows:
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Name
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Address
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Federal
Tax ID or Social Security No.
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and
delivered
by: certified
mail to the above address, or
electronically
(provide DWAC Instructions:___________________),
or
other
(specify): __________________________________________).
and,
if
the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name
of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.
Dated:
___________________, ____
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Note: The signature must correspond with
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Signature:_____________________________
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the name of the Warrantholder as written
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on the first page of the Warrant in every
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___________________________________
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particular, without alteration or enlargement
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Name (please print)
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or any change whatever, unless the Warrant
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has been assigned.
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___________________________________
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___________________________________
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Address
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___________________________________
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Federal
Identification or
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Social
Security No.
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Assignee:
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____________________________________
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____________________________________
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APPENDIX
B
ARDMORE
HOLDING CORPORATION
NET
ISSUE
ELECTION NOTICE
To:
Ardmore Holding Corporation
Date:[_________________________]
The
undersigned hereby elects under Section
19
of this
Warrant to surrender the right to purchase [____________] shares of Common
Stock
pursuant to this Warrant and hereby requests the issuance of [_____________]
shares of Common Stock. The certificate(s) for the shares issuable upon such
net
issue election shall be issued in the name of the undersigned or as otherwise
indicated below.
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Signature
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Name
for Registration
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Mailing
Address
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-13-