COMMON STOCK PURCHASE WARRANT
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 UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO ADVANCE NANOTECH, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right
to Purchase ____________ shares of Common Stock of
Advance
Nanotech, Inc. (subject to adjustment as provided
herein)
|
COMMON
STOCK PURCHASE WARRANT
No. 2008-A-001
|
Issue
Date: _______ ___, 2008
|
ADVANCE
NANOTECH, INC., a corporation organized under the laws of the State of Delaware
(the “Company”), hereby certifies that, for value received,
________________________,
_____________________________________________________________, or its assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on
the
fifth anniversary of the Issue Date (the “Expiration Date”), up to ____________
fully paid and nonassessable shares of Common Stock at a per share purchase
price of $_____. The afore-described purchase price per share, as adjusted
from
time to time as herein provided, is referred to herein as the “Purchase Price.”
The number and character of such shares of Common Stock and the Purchase Price
are subject to adjustment as provided herein. The Company may reduce the
Purchase Price for all (but not less than all) of the Warrants, temporarily
or
permanently. Capitalized terms used and not otherwise defined herein shall
have
the meanings set forth in that certain Subscription Agreement (the “Subscription
Agreement”), dated as of _________ ___, 2008, entered into by the Company and
the Holder.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a) The
term
“Company” shall include Advance Nanotech, Inc. and any corporation which shall
succeed or assume the obligations of Advance Nanotech, Inc. hereunder.
(b) The
term
“Common Stock” includes (a) the Company's Common Stock, $0.001 par value per
share, as authorized on the date of the Subscription Agreement, and (b) any
other securities into which or for which any of the securities described in
(a)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise (including warrants to
purchase any of the securities described in (a)).
(c) The
term
“Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which
the
holder of this Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of this Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant
to
Section 5 or otherwise.
(d) The
term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.
1. Exercise
of Warrant.
1.1. Number
of Shares Issuable upon Exercise.
From
and after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole
in
accordance with the terms of subsection 1.2 or upon exercise of this Warrant
in
part in accordance with subsection 1.3, shares of Common Stock of the Company,
subject to adjustment as described herein.
1.2. Full
Exercise.
This
Warrant may be exercised in full by the Holder hereof by delivery of an original
or facsimile copy of the form of subscription attached as Exhibit A hereto
(the
“Subscription Form”) duly executed by such Holder, with an executed copy thereof
delivered on the same day to the Company together with payment, in cash, by
wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then
in
effect. The original Warrant is not required to be surrendered to the Company
until it has been fully exercised.
1.3. Partial
Exercise.
This
Warrant may be exercised in part (but not for a fractional share) by surrender
of this Warrant in the manner and at the places provided in subsection 1.2
except that the amount payable by the Holder on such partial exercise shall
be
the amount obtained by multiplying (a) the number of whole shares of Common
Stock designated by the Holder in the Subscription Form by (b) the Purchase
Price then in effect. On any such partial exercise provided the Holder has
surrendered the original Warrant, the Company, at its expense, will forthwith
issue and deliver to or upon the order of the Holder hereof a new Warrant of
like tenor, in the name of the Holder hereof or as such Holder (upon payment
by
such Holder of any applicable transfer taxes) may request, the whole number
of
shares of Common Stock for which such Warrant may still be
exercised.
1.5. Company
Acknowledgment.
The
Company will, at the time of the exercise of this Warrant, upon the request
of
the Holder hereof acknowledge in writing its continuing obligation to afford
to
such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such
rights.
1.6. Trustee
for Warrant Holders.
In the
event that a bank or trust company shall have been appointed as trustee for
the
Holder of this Warrant pursuant to Subsection 3.2, such bank or trust company
shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company
or
such successor person as may be entitled thereto, all amounts otherwise payable
to the Company or such successor, as the case may be, on exercise of this
Warrant pursuant to this Section 1.
1.7 Delivery
of
Stock Certificates, etc. on Exercise.
The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner
of
such shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares as aforesaid. As soon
as
practicable after the exercise of this Warrant in full or in part, and in any
event within four (4) business
days
thereafter (“Warrant Share Delivery Date”), the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and non-assessable shares
of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, one full share of Common Stock, together with any other
stock or other securities and property (including cash, where applicable) to
which such Holder is entitled upon such exercise pursuant to Section 1 or
otherwise. In the event that the Company fails for any reason to effect delivery
of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke
all or part of the relevant Warrant exercise by delivery of a written notice
to
such effect to the Company provided
that in
the case of such a notice the notice shall be delivered by registered mail
or by
recognized overnight courier service, whereupon
the Company and the Holder shall each be restored to their respective positions
immediately prior to the exercise of the relevant portion of this
Warrant.
2
1.8 Limitation
on Exercise.
Notwithstanding the provisions of this Warrant or the Subscription Agreement,
in
no event (except (i) as specifically provided in this Warrant as an exception
to
this provision, (ii) while there is outstanding a tender offer for any or all
of
the shares of the Common Stock, or (iii) at the Holder’s option, on at least
sixty-five (65) days advance written notice from the Holder) shall the Holder
be
entitled to exercise this Warrant, or shall the Company have the obligation
to
issue shares upon such exercise of all or any portion of this Warrant to the
extent that, after such exercise the sum of (1) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates (other than shares
of
Common Stock which may be deemed beneficially owned through the ownership of
the
unexercised portion of this Warrant or other rights to purchase Common Stock
or
through the ownership of the unconverted portion of the Notes (as defined in
the
Subscription Agreement) or other convertible securities), and (2) the number
of
shares of Common Stock issuable upon the exercise of this Warrant with respect
to which the determination of this proviso is being made, would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of
the
outstanding shares of Common Stock (after taking into account the shares to
be
issued to the Holder upon such exercise). For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “1934 Act”), except as otherwise provided in clause (1) of such sentence.
The Holder, by its acceptance of this Warrant, further agrees that if the Holder
transfers or assigns this Warrant to a party who or which would not be
considered such an affiliate, such assignment shall be made subject to the
transferee’s or assignee’s specific agreement to be bound by the provisions of
this Section 1.8 as if such transferee or assignee were the original Holder
hereof.
2. Law
Governing This Warrant.
This
Warrant shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New
York in the County of New York or in the federal courts located in the State
and
County of New York. Subject to the foregoing, the parties to this Warrant hereby
irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum
non conveniens.
The
Company and Holder waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In
the
event that any provision of this Warrant or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute
or
rule of law, then such provision shall be deemed inoperative to the extent
that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability
of
any other provision of any agreement.
3. Adjustment
for Reorganization, Consolidation, Merger, etc.
3.1. Reorganization,
Consolidation, Merger, etc.
In case
at any time or from time to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person or (c) to the extent not
covered by Section 3.5, transfer all or substantially all of its properties
or
assets to any other person under any plan or arrangement contemplating the
dissolution of the Company, then, in each such case, as a condition to the
consummation of such a transaction, proper and adequate provision shall be
made
by the Company whereby the Holder of this Warrant, on the exercise hereof as
provided in Section 1, at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock
(or
Other Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash)
to
which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in this Section 3.
3
3.2. Dissolution.
In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock
and
other securities and property (including cash, where applicable) receivable
by
the Holder of this Warrant after the effective date of such dissolution pursuant
to this Section 3 to a bank or trust company (a “Trustee”) having its principal
office in New York, NY, as trustee for the Holder of this Warrant.
3.3. Continuation
of Terms.
Upon
any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 3, this Warrant shall
continue in full force and effect and the terms hereof shall be applicable
to
the Other Securities and property receivable on the exercise of this Warrant
after the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may
be,
and shall be binding upon the issuer of any Other Securities, including, in
the
case of any such transfer, the person acquiring all or substantially all of
the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 4. In the
event this Warrant does not continue in full force and effect after the
consummation of the transaction described in this Section 3, then only in such
event will the Company's securities and property (including cash, where
applicable) receivable by the Holder of this Warrant be delivered to the Trustee
as contemplated by Section 3.2.
3.4 Share
Issuance.
Until
the Expiration Date, if the Company shall issue any Common Stock, except for
the
Excepted Issuances (as defined in the Subscription Agreement), prior to the
complete exercise of this Warrant for a consideration less than the Purchase
Price that would be in effect at the time of such issue, then, and thereafter
successively upon each such issue, the Purchase Price shall be reduced to such
other lower price for then outstanding Warrants. For purposes of this
adjustment, the issuance of any security or debt instrument of the Company
carrying the right to convert such security or debt instrument into Common
Stock
or of any warrant, right or option to purchase Common Stock shall result in
an
adjustment to the Purchase Price upon the issuance of the above-described
security, debt instrument, warrant, right, or option if such issuance is at
a
price lower than the Purchase Price in effect upon such issuance and again
at
any time upon any subsequent issuances of shares of Common Stock upon exercise
of such conversion or purchase rights if such issuance is at a price lower
than
the Purchase Price in effect upon such issuance. The reduction of the Purchase
Price described in this Section 3.4 is subject to the provisions of, and in
addition to the other rights of the Holder described in, the Subscription
Agreement. The
number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof, be entitled to receive shall be adjusted
to
a number determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this Section 3.4) be issuable on
such
exercise by a fraction of which (a) the numerator is the Purchase Price that
would otherwise (but for the provisions of this Section 3.4) be in effect,
and
(b) the denominator is the Purchase Price in effect on the date of such
exercise.
3.5 Adjustment
for Spin Off.
If, for
any reason, prior to the exercise of this Warrant in full, the Company spins
off
or otherwise divests itself of a part of its business or operations or disposes
all or substantially all of its assets in a transaction (other than Advance
Display Technologies plc) (the “Spin Off”) in which the Company does not receive
compensation for such business, operations or assets, but causes securities
of
another entity (the “Spin Off Securities”) to be issued to securityholders of
the Company, then:
4
(a)
the
Company shall cause (i) to be reserved Spin Off Securities equal to the number
thereof which would have been issued to the Holder had all of the Holder’s
unexercised Warrants outstanding on the record date (the “Record Date”) for
determining the amount and number of Spin Off Securities to be issued to
security holders of the Company (the “Outstanding Warrants”) been exercised as
of the close of business on the Trading Day immediately before the Record Date
(the “Reserved Spin Off Shares”), and (ii) to be issued to the Holder on the
exercise of all or any of the Outstanding Warrants, such amount of the Reserved
Spin Off Shares equal to (x) the Reserved Spin Off Shares multiplied by (y)
a
fraction, of which (I) the numerator is the number of the Outstanding Warrants
then being exercised, and (II) the denominator is the number of Outstanding
Warrants; and
(b)
the
Purchase Price on the Outstanding Warrants shall be adjusted immediately after
consummation of the Spin Off by multiplying the Purchase Price by a fraction
(if, but only if, such fraction is less than 1.0), the numerator of which is
the
average per share Market Price of the Common Stock for the five (5) Trading
Days
immediately following the fifth Trading Day after the Record Date, and the
denominator of which is the average per share Market Price of the Common Stock
for the five (5) Trading Days immediately preceding the Record Date; and such
adjusted Purchase Price shall be deemed to be the Purchase Price with respect
to
the Outstanding Warrants after the Record Date. As used herein, “Market Price”
means (i) the last closing bid price of the Common Stock on whichever national
securities exchange or trading market (including, without limitation, the Nasdaq
and the OTC Bulletin Board) is the principal trading market where the Common
Stock is listed by the Company for trading (the “Principal Market”), as reported
by Bloomberg, or (ii) if the Principal Market should operate on an extended
hours basis and does not designate the closing bid price, then the last bid
price of the Common Stock prior to the commencement of extended trading hours
on
the applicable date, but in no event later than 4:30:00 p.m., New York local
time, as reported by Bloomberg, or (iii) if no last bid price is reported for
the Common Stock by Bloomberg, the average of the bid prices, on the one hand,
and the ask prices, on the other hand, of all market makers for such security
as
reported in the “pink sheets” by Pink Sheets LLC (formerly the National
Quotation Bureau, Inc.). The applicable trading market for such calculation,
whether it is the Principal Market or the “pink sheets”, is hereafter referred
to as the “Trading Market”. The Company shall make all determinations pursuant
to this paragraph in good faith. In the absence of any available public
quotations for the Common Stock, the Board of Directors of the Company shall
determine in good faith the fair value of the Common Stock, which determination
shall be set forth in a certificate by the Secretary of the Company. As used
herein, “Trading Day” means a day on which the principal Trading Market with
respect to the Common Stock is open for the transaction of
business.
4. Extraordinary
Events Regarding Common Stock.
In the
event that the Company shall (a) issue additional shares of the Common Stock
as
a dividend or other distribution on outstanding Common Stock, (b) subdivide
its
outstanding shares of Common Stock, or (c) combine its outstanding shares of
the
Common Stock into a smaller number of shares of the Common Stock, then, in
each
such event, the Purchase Price shall, simultaneously with the happening of
such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect.
The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon
the
happening of any successive event or events described herein in this Section
4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof, be entitled to receive shall be adjusted
to
a number determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this Section 4 be issuable on such
exercise by a fraction of which (a) the numerator is the Purchase Price that
would otherwise (but for the provisions of this Section 4) be in effect, and
(b)
the denominator is the Purchase Price in effect on the date of such
exercise.
5
5. Certificate
as to Adjustments.
In each
case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of this Warrant, the Company at its expense
will promptly cause its Chief Financial Officer or other appropriate designee
to
compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment
is
based, including a statement of (a) the consideration received or receivable
by
the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
and (c) the Purchase Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant. The Company will forthwith mail a copy of each such certificate to
the
Holder of this Warrant and any Warrant Agent of the Company (appointed pursuant
to Section 11 hereof).
6. Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements.
The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant. This
Warrant entitles the Holder hereof to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Company's Common Stock.
7. Assignment;
Exchange of Warrant.
Subject
to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”); provided, however, that by acceptance of this Warrant, Holder
agrees that it may not and will not assign any portion of this Warrant to any
competitor of the Company that is engaged in the business of commercializing
technology in the industry sectors of displays, homeland security and defense.
On the surrender for exchange of this Warrant, with the Transferor's endorsement
in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and
together with an opinion of counsel reasonably satisfactory to the Company
that
the transfer of this Warrant will be in compliance with applicable securities
laws, the Company will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each
a
“Transferee”), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of this Warrant
so surrendered by the Transferor.
8. Replacement
of Warrant.
On
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant, on delivery of an indemnity agreement
or
security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of this Warrant,
the
Company at its expense, twice only, will execute and deliver, in lieu thereof,
a
new Warrant of like tenor.
9. Registration
Rights.
The
Holder of this Warrant has been granted certain registration rights by the
Company with respect to securities which may be acquired upon exercise of this
Warrant but not with respect to this Warrant itself. These registration rights
are set forth in the Subscription Agreement. The terms of the Subscription
Agreement are incorporated herein by this reference.
10. RESERVED.
6
11. Warrant
Agent and Transfer Agent.
(a) The
Company may, by written notice to the Holder of this Warrant, appoint an agent
(a “Warrant Agent”) for the purpose of issuing Common Stock (or Other
Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to
Section 8, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such Warrant
Agent.
(b) The
Company covenants and agrees that, so long as any portion of this Warrant
remains unexercised, the Company will, upon reasonable request from the Holder,
direct the Company’s transfer agent to provide information to the Holder
relating to (i) the number of shares of Common Stock reserved for issuance
upon
conversion of the Notes and exercise of the Warrants, or (ii) the aggregate
number of outstanding shares of Common Stock of all stockholders of the Company
as of a current or other specified date.
12. Transfer
on the Company's Books.
Until
this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
13. Notices.
All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted
to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery
by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: if to the Company, to: Advance Nanotech, Inc, 000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, XX, 00000,
Attn:
Xxxxxx
Xxxx, telecopier: 000-000-0000, with a copy by telecopier only to: Xxxxxxx
Xxxxx
LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, Attn: Xxxxxxx Xxxxxxxx, Esq.,
telecopier: 000-000-0000, and (ii) if to the Holder, to the address and
telecopier number listed on the first paragraph of this Warrant, with a copy
by
telecopier only to: Axiom Capital Management, Inc., 000 Xxxxx Xxxxxx,
00xx
xxxxx,
Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxxx, President.
[SIGNATURE
PAGE FOLLOWS]
7
IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.
8
Exhibit
A
FORM
OF
SUBSCRIPTION
(to
be
signed only on exercise of Warrant)
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase:
___________
shares of the Common Stock covered by such Warrant.
The
undersigned herewith makes payment of the full purchase price for such shares
at
the price per share provided for in such Warrant, which is $___________. Such
payment takes the form of $__________ in lawful money of the United
States.
The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _____________________________________________________
whose
address is
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________________.
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”), or pursuant to an exemption from registration
under the Securities Act.
Dated:___________________
|
_______________________________
(Signature
must conform to name of holder as
specified
on the face of this Warrant)
_______________________________
_______________________________
(Address)
|
Exhibit
B
FORM
OF
TRANSFEROR ENDORSEMENT
(To
be
signed only on transfer of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of ADVANCE NANOTECH, INC. to which the within Warrant relates specified
under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of ADVANCE
NANOTECH, INC. with full power of substitution in the premises.
Transferees
|
Percentage
Transferred
|
Number
Transferred
|
||
Dated:
______________, ___________
Signed
in the presence of:
_______________________________
(Name)
ACCEPTED
AND AGREED:
[TRANSFEREE]
_______________________________
(Name)
|
_______________________________
(Signature
must conform to name of holder as specified
on
the face of this Warrant)
_______________________________
_______________________________
(address)
_______________________________
_______________________________
(address)
|