Unassociated Document


     

    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. 

    .

    


    WC-__

     

    ARDMORE
      HOLDING CORPORATION

    


    SERIES
      C 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 C 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. The term “Warrant Price” means $1.35, subject to adjustment
      as provided in Section 8 herein.

    


    Section
      1. Registration.
      (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 acknowledges 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 (or,
      as
      provided in Section 18, 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
      re-affirmation by the Warrantholder that the representations and warranties
      contained in Section 1(b) hereof are true and correct in all respects


    


    
      	 	
              (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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    (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.

     

    
      
        
        

      

      
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    (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:

    


    If
      to the
      Company:

    


    Ardmore
      Holding Corporation

    c/o
      Tianjin Yayi Industrial Co. Ltd.

    XingGuang
      Road No. 9

    Northern
      Industrial Park of Zhonbei Town 

    XiQing
      District

    Tianjin
      City, China

    Attn.:
      Liu Li, Chief Executive Officer

    Fax:
      022-27984358

    


    With
      a
      copy to:

    


    Hodgson
      Russ LLP

    1540
      Broadway, 24th Floor

    New
      York,
      NY 10036

    Attn:
      Jeffrey A. Rinde, Esq.

    Fax:
      (212) 751-0928

    


    Section
      14. Registration
      Rights.
      The
      Warrantholder is entitled to the benefit of certain registration rights with
      respect to the shares of Common Stock issuable upon the exercise of this Warrant
      as provided in the Indemnification Agreement, between Tryant, LLC and the
      Company (the “Indemnification Agreement”).

    


    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 Securities Act of 1933,
      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) no
      longer constitute Registrable Securities (as defined in the Indemnification
      Agreement) 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.

     

    
      
        
        

      

      
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    Section
      18. Cashless
      Exercise.
      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
      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 C 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.

    


    


    ***********************************************

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as
      of
      the ___ day of June, 2008.

     

    
      	 	 	 
	 	ARDMORE
              HOLDING CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              Liu
                Li, President

            


    

     

     

    
      
        
        

      

      
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    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: 

     

    
      	 
	Name
	 
	Address
	 
	 
	 
	Federal Tax ID or Social Security
              No.


    

     

    
      	
            	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:
      ___________________, ____

    
       

      
        	Note:
                The signature must correspond with 	Signature:	 
	the name of the Warrantholder as
                written	 	 
	on
                the
                first page of the Warrant in every	 	 
	particular, without alteration or
                enlargement	 	Name
                (please print)
	or any change whatever, unless the
                Warrant 	 	 
	has
                been
                assigned.	 	 
	 	 	 
	 	 	Address
	 	 	 
	 	 	Federal
                Identification or
                Social
                  Security No.

              
	 	 	 
	 	 	Assignee: 
	 	 	 
	 	 	 


      

       

    

    
      
        
        

      

      
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    APPENDIX
      B

    ARDMORE
      HOLDING CORPORATION

    NET
      ISSUE
      ELECTION NOTICE

    


    


    To:
      Ardmore Holding Corporation

    


    Date:[_________________________]

    
 

    The
      undersigned hereby elects under Section
      18
      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.

     

     

    
      	 	 
	Signature	 
	 	 
	 	 
	Name for Registration	 
	 	 
	 	 
	Mailing Address	 


    

     

    
      
        
        

      

      
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