Contract
THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (ACT”). THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY
NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED
EXCEPT AS PERMITTED HEREIN.
WE-1
ARDMORE
HOLDING CORPORATION
SERIES
E WARRANT TO PURCHASE 250,000 SHARES OF
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
FOR
VALUE
RECEIVED, Allied Merit International Investment, Inc., (“Warrantholder”), is
entitled to purchase, subject to the provisions of this Series E 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 the third
anniversary of the date hereof at an exercise price per share equal to the
Warrant Price (as defined), 250,000 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. The term “Warrant
Price” means $1.08, subject to adjustment as provided in Section 8 herein.
Section
1. Registration;
Representations of Warrantholder.
(a) 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.
(b)
By
acceptance of this Warrant, the Warrantholder represents and warrants that
(i)
it either is (y) not a U.S. Person (as such term is used in Rule 902(k)
promulgated under the Act or (z) is an “accredited investor” as such term is
defined in Rule 501 promulgated under the Act, (ii) the Warrants and the
Warrant
Shares are and will be acquired for the Warrantholder’s own account, not as
nominee or agent, and not with a view to the resale or distribution of any
part
thereof in violation of the Act, and the Warrantholder has no present intention
of selling, granting any participation in, or otherwise distributing the
same in
violation of the Act, (iii) it can bear the economic risk and complete loss
of
its investment in the Warrants and Warrant Shares and has such knowledge
and
experience in financial or business matters that it is capable of evaluating
the
merits and risks of the investment in the Warrants and the Warrant Shares
and
(iv) understands that the Warrants
and Warrant Shares are
characterized as “restricted securities” under the Act inasmuch as they are
being acquired from the Company in a transaction not involving a public offering
and that under the Act and applicable regulations the Warrants and Warrant
Shares may be resold without registration under the Act only in certain limited
circumstances. By acceptance of this Warrant, the Warrantholder covenants
and
agrees that it will not engage in transactions with respect to the Warrants
and
Warrant Shares in violation of United States securities laws (including without
limitation Rule 10b-5 promulgated under the Securities Exchange Act of 1934,
as
amended) nor on the basis of any material non-public information regarding
the
Company or its subsidiaries.
Section
2. Transfers.
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 (including
without limitation, an opinion of counsel (in form and substance satisfactory
to
the Company) to be delivered by counsel to the Warrantholder to the effect
that
such transfer is exempt from registration under the Act and applicable
securities laws).
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 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
re-affirmation by the Warrantholder that the representations and warranties
contained in Section1(b) hereof are true and correct in all respects
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(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. The term “Affiliates” as used herein shall have the meaning
ascribed to such term by Rule 144 promulgated under the
Act.
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Section
4. Compliance
with the Securities Act of 1933.
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.
5
(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.
(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. 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
11. 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.
Section
12. 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.
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Section
13. 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:
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If
to the Company:
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Ardmore
Holding Corporation
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c/o
Tianjin Yayi Industrial Co. Ltd.
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XxxXxxxx
Xxxx Xx. 0,
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Xxxxxxxx
Xxxxxxxxxx Xxxx of Zhonbei Town,
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XiQing
District,
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Tianjin
City, PRC 300201
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Attn.:
Xx Xxx, Chief Executive Officer
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Fax:
000-00000000
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With
a copy to:
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Xxxxxxx
Xxxx LLP
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0000
Xxxxxxxx, 00xx Xxxxx
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Xxx
Xxxx, XX 00000
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Attn:
Xxxxxxx X. Xxxxx, Esq.
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Fax:
(000) 000-0000
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Section
14. [
Intentionally Omitted]
Section
15. 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), 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) all of the shares
of Common Stock issuable hereunder either (A) are registered pursuant to
an
effective registration statement filed pursuant to the Act, as amended (a
“Registration Statement”) 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) may be
sold
pursuant to Rule 144 promulgated under the Act without regard to the volume
limitation imposed by such rule and (ii) 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.
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Section
16. Successors.
All the
covenants and provisions hereof by or for the benefit of the Warrantholder
shall
bind and inure to the benefit of its permitted successors and assigns hereunder.
Section
17. 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.
Section
18. [Intentionally
Omitted]
Section
19. 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
20. 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 holder of this Series E Warrant.
Section
21. 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.
8
IN
WITNESS WHEREOF, the Company has caused this Series E Warrant to be duly
executed as of the 15th
day of
July, 2008.
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ARDMORE
HOLDING CORPORATION
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By:
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Xx
Xxx, President and Chief Executive
Officer
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9
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:
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certified
mail to the above address, or
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electronically
(provide DWAC
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Instructions:___________________),
or
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other
(specify):
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__________________________________________).
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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:
___________________, ____
| 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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