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. THIS WARRANT
      AND
      THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS
      PERMITTED UNDER THE SECURITIES PURCHASE AGREEMENT (AS DEFINED).


     

    WA-       
       


    


    ARDMORE
      HOLDING CORPORATION

    


    SERIES
      A 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 A Warrant (the “Warrant”), from Ardmore
      Holding Corporation, a Delaware corporation (“Company”), at any time prior to
      5:00 P.M., New York City time on June 6, 2011 at an exercise price per share
      equal to the Warrant Price (as defined), ___ shares (“Warrant Shares”) of the
      Company’s Common Stock, par value $0.001 per share (“Common Stock”). The number
      of Warrant Shares purchasable upon exercise of this Warrant and the Warrant
      Price shall be subject to adjustment from time to time as described herein.
      This
      Warrant is one of a series of Warrants of like tenor issued pursuant to the
      Amended and Restated Securities Purchase Agreement, dated as of May 12, 2008,
      as
      amended (the “Purchase Agreement”), among the Company and the initial holders of
      this Warrant and the other Series A Warrants issued pursuant to the Purchase
      Agreement (this Warrant, together with the other Series A Warrants issued
      pursuant to the Purchase Agreement referred to collectively as the “Series A
      Warrants.”). The term “Warrant Price” means the lesser of (i) $1.35, subject to
      adjustment as provided in Section 8 herein and (ii) the Next Round Value (as
      defined). The term “Next Round Value” means the per share dollar value of the
      securities issued by the Company in the first private placement that is effected
      after the Closing, such dollar value to be equal to a fraction, the numerator
      of
      which is the aggregate purchase price of the securities sold in such private
      placement and the denominator of which is the number of shares of Common Stock
      (including and after giving effect to the shares of Common Stock issuable upon
      exercise or conversion of the securities issued or issuable in such private
      placement, determined as of the date of the first closing of such private
      placement), issued in such private placement. Capitalized terms used herein
      have
      the respective meanings ascribed thereto in the Purchase Agreement unless
      otherwise defined herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      1. Registration.
      The
      Company shall maintain books for the transfer and registration of the Warrant.
      Upon the initial issuance of this Warrant, the Company shall issue and register
      the Warrant in the name of the Warrantholder.

    


    Section
      2. Transfers.
      Subject
      to compliance with the restrictions imposed by the Purchase Agreement, the
      Company shall transfer this Warrant from time to time upon the books to be
      maintained by the Company for that purpose, upon surrender hereof for transfer,
      properly endorsed or accompanied by appropriate instructions for transfer and
      such other documents as may be reasonably required by the Company.

    


    Section
      3. Exercise
      of Warrant; Limitations on Exercise.
      (a)
      Subject to the provisions hereof, the Warrantholder may exercise this Warrant,
      in whole or in part, at any time prior to its expiration upon surrender of
      the
      Warrant, together with delivery of a duly executed Warrant exercise form, in
      the
      form attached hereto as “Appendix
      A”
(the
      “Exercise Agreement”) and payment by cash, certified check or wire transfer of
      funds (or,
      as
      provided in Section 19, by cashless exercise as provided therein) of
      the
      aggregate Warrant Price for that number of Warrant Shares then being purchased,
      to the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the Warrantholder). The Warrant Shares so purchased
      shall be deemed to be issued to the Warrantholder or the Warrantholder’s
      designee, as the record owner of such shares, as of the close of business on
      the
      date on which this Warrant shall have been surrendered (or the date evidence
      of
      loss, theft or destruction thereof and security or indemnity satisfactory to
      the
      Company has been provided to the Company), the Warrant Price shall have been
      paid and the completed Exercise Agreement shall have been delivered.
      Certificates for the Warrant Shares so purchased shall be delivered to the
      Warrantholder within a reasonable time, not exceeding seven Business Days,
      after
      this Warrant shall have been so exercised. The certificates so delivered shall
      be in such denominations as may be requested by the Warrantholder and shall
      be
      registered in the name of the Warrantholder or such other name as shall be
      designated by the Warrantholder, as specified in the Exercise Agreement. If
      this
      Warrant shall have been exercised only in part, then, unless this Warrant has
      expired, the Company shall, at its expense, at the time of delivery of such
      certificates, deliver to the Warrantholder a new Warrant representing the right
      to purchase the number of shares with respect to which this Warrant shall not
      then have been exercised. Each exercise hereof shall constitute the
      re-affirmation by the Warrantholder that the representations and warranties
      contained in Section 5 of the Purchase Agreement are true and correct in all
      respects (except for representations and warranties which are qualified as
      to
      materiality which shall, as reaffirmed herein, be deemed to be true and correct
      in all material respects) with respect to the Warrantholder as of the time
      of
      such exercise.

    


    (b)
      Notwithstanding anything in this Warrant to the contrary, in no event shall
      the
      Warrantholder be entitled to exercise a number of Warrants (or portions thereof)
      in excess of the number of Warrants (or portions thereof) upon exercise of
      which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      Warrantholder and its Affiliates (other than shares of Common Stock which may
      be
      deemed beneficially owned through the ownership of the unexercised Warrants
      and
      the unexercised or unconverted portion of any other securities of the Company
      (subject to a limitation on conversion or exercise analogous to the limitation
      contained herein) and (ii) the number of shares of Common Stock issuable upon
      exercise of the Warrants (or portions thereof) with respect to which the
      determination described herein is being made, would result in beneficial
      ownership by the Warrantholder and its Affiliates of more than 4.99% of the
      outstanding shares of Common Stock. For purposes of the immediately preceding
      sentence, beneficial ownership shall be determined in accordance with Section
      13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
      thereunder, except as otherwise provided in clause (i) of the preceding
      sentence. Notwithstanding anything to the contrary contained herein, the
      limitation on exercise of this Warrant may be waived by written agreement
      between the Warrantholder and the Company; provided,
      however,
      such
      waiver may not be effective less than sixty-one (61) days from the date
      thereof.

     

    
      
        
        

      

      
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    Section
      4. Compliance
      with the Securities Act of 1933.
      Except
      as provided in the Purchase Agreement, the Company may cause the legend set
      forth on the first page of this Warrant to be set forth on each Warrant, and
      a
      similar legend on any security issued or issuable upon exercise of this Warrant,
      unless counsel for the Company is of the opinion as to any such security that
      such legend is unnecessary.

    


    Section
      5. Payment
      of Taxes.
      The
      Company will pay any documentary stamp taxes attributable to the initial
      issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
      however, that the Company shall not be required to pay any tax or taxes which
      may be payable in respect of any transfer involved in the issuance or delivery
      of any certificates for Warrant Shares in a name other than that of the
      Warrantholder in respect of which such shares are issued, and in such case,
      the
      Company shall not be required to issue or deliver any certificate for Warrant
      Shares or any Warrant until the person requesting the same has paid to the
      Company the amount of such tax or has established to the Company’s reasonable
      satisfaction that such tax has been paid. The Warrantholder shall be responsible
      for income taxes due under federal, state or other law, if any such tax is
      due.

    


    Section
      6. Mutilated
      or Missing Warrants.
      In case
      this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
      issue in exchange and substitution of and upon surrender and cancellation of
      the
      mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen
      or destroyed, a new Warrant of like tenor and for the purchase of a like number
      of Warrant Shares, but only upon receipt of evidence reasonably satisfactory
      to
      the Company of such loss, theft or destruction of the Warrant, and with respect
      to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with
      respect thereto, if requested by the Company.

    


    Section
      7. Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available out of its authorized
      but
      unissued shares of Common Stock, solely for the purpose of providing for the
      exercise of the Warrants, such number of shares of Common Stock as shall from
      time to time equal the number of shares sufficient to permit the exercise of
      the
      Warrants in accordance with their respective terms. The Company agrees that
      all
      Warrant Shares issued upon due exercise of the Warrant shall be, at the time
      of
      delivery of the certificates for such Warrant Shares, duly authorized, validly
      issued, fully paid and non-assessable shares of Common Stock of the
      Company.

     

    
      
        
        

      

      
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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. Extension
      of Expiration Date.
      If the
      Registration Statement required to include therein the Warrant Shares issuable
      upon exercise of this Warrant (to the extent such Warrant Shares then constitute
      Registrable Securities), is not declared effective as required by the
      Registration Rights Agreement, or if any of the events specified in Section
      2(b)
      of the Registration Rights Agreement occurs, then the Expiration Date of this
      Warrant shall for each day such failure continues, be extended for one
      additional day, provided
      however,
      if such
      failure or delay is due to a Blackout Period then the Expiration Date of this
      Warrant shall be extended one day for each day beyond the 60-day or 90-day
      limits, as the case may be, that the Blackout Period continues. The terms
“Registration Statement,” “Registrable Securities” and “Blackout Period” as used
      in this Warrant shall have the meanings ascribed to such terms by the
      Registration Rights Agreement.

    


    Section
      11. Benefits.
      Nothing
      in this Warrant shall be construed to give any person, firm or corporation
      (other than the Company and the Warrantholder) any legal or equitable right,
      remedy or claim, it being agreed that this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrantholder.

    


    Section
      12. Notices
      to Warrantholder.
      Upon
      the happening of any event requiring an adjustment of the Warrant Price, the
      Company shall promptly give written notice thereof to the Warrantholder at
      the
      address appearing in the records of the Company, stating the adjusted Warrant
      Price and the adjusted number of Warrant Shares resulting from such event and
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based. Failure to give such notice to the
      Warrantholder or any defect therein shall not affect the legality or validity
      of
      the subject adjustment.

     

    
      
        
        

      

      
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    Section
      13. Identity
      of Transfer Agent.
      The
      Transfer Agent for the Common Stock is American Registrar Transfer Company.
      Upon
      the appointment of any subsequent transfer agent for the Common Stock or other
      shares of the Company’s capital stock issuable upon the exercise of the rights
      of purchase represented by the Warrant, the Company will mail to the
      Warrantholder a statement setting forth the name and address of such transfer
      agent.

    


    Section
      14. Notices.
      Unless
      otherwise provided, any notice required or permitted under this Warrant shall
      be
      given in writing and shall be deemed effectively given as hereinafter described
      (i) if given by personal delivery, then such notice shall be deemed given upon
      such delivery, (ii) if given by telex or facsimile, then such notice shall
      be
      deemed given upon receipt of confirmation of complete transmittal, (iii) if
      given by mail, then such notice shall be deemed given upon the earlier of (A)
      receipt of such notice by the recipient or (B) three days after such notice
      is
      deposited in first class mail, postage prepaid, and (iv) if given by an
      internationally recognized overnight air courier, then such notice shall be
      deemed given one business day after delivery to such carrier. All notices shall
      be addressed as follows: if to the Warrantholder, at its address as set forth
      in
      the Company’s books and records and, if to the Company, at the address as
      follows, or at such other address as the Warrantholder or the Company may
      designate by ten days’ advance written notice to the other:

    


    If
      to the
      Company:

    


    Ardmore
      Holding Corporation

    XingGuang
      Road No. 9, 

    Northern
      Industrial Park of Zhonbei Town, 

    XiQing
      District, 

    Tianjin
      City, China 300201

    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) 751-4300

    


    Section
      15. Registration
      Rights.
      The
      initial 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 Registration Rights Agreement, and any subsequent
      Warrantholder may be entitled to such rights.

     

    
      
        
        

      

      
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    Section
      16. Call
      Provision.

    


    (a) In
      the
      event that the closing price of a share of Common Stock as traded on the
      Over-the-Counter Bulletin Board (or such other exchange or stock market on
      which
      the Common Stock may then be listed or quoted) equals or exceeds 200% of the
      Warrant Price then in effect (appropriately adjusted for any stock split,
      reverse stock split, stock dividend or other reclassification or combination
      of
      the Common Stock occurring after the date hereof) during which the Registration
      Statement (has been effective for at least (1) one year (the “Trading
      Condition”), the Company, upon sixty (60) days prior written notice (the “Notice
      Period”) given to the Warrantholder, may call this Warrant at a redemption price
      equal to $0.01 per share of Common Stock then purchasable pursuant to this
      Warrant; provided that (i) the Company simultaneously calls all of the Series
      A
      Warrants on the same terms, (ii) all of the shares of Common Stock issuable
      hereunder either (A) are registered pursuant to an effective Registration
      Statement (as defined in the Registration Rights Agreement) which has not been
      suspended and for which no stop order is in effect, and pursuant to which the
      Warrantholder is able to sell such shares of Common Stock at all times during
      the Notice Period or (B) no longer constitute Registrable Securities (as defined
      in the Registration Rights Agreement) and (iii) this Warrant is fully
      exercisable for the full amount of Warrant Shares covered hereby.
      Notwithstanding any such notice by the Company, the Warrantholder shall have
      the
      right to exercise all, but not less than all, of this Warrant prior to the
      end
      of the Notice Period.

    


    Section
      17. Successors.
      All the
      covenants and provisions hereof by or for the benefit of the Warrantholder
      shall
      bind and inure to the benefit of its respective successors and assigns
      hereunder. 

    


    Section
      18. Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.
      This
      Warrant shall be governed by, and construed in accordance with, the internal
      laws of the State of New York, without reference to the choice of law provisions
      thereof. The Company and, by accepting this Warrant, the Warrantholder, each
      irrevocably submits to the exclusive jurisdiction of the courts of the State
      of
      New York located in New York County and the United States District Court for
      the
      Southern District of New York for the purpose of any suit, action, proceeding
      or
      judgment relating to or arising out of this Warrant and the transactions
      contemplated hereby. Service of process in connection with any such suit, action
      or proceeding may be served on each party hereto anywhere in the world by the
      same methods as are specified for the giving of notices under this Warrant.
      The
      Company and, by accepting this Warrant, the Warrantholder, each irrevocably
      consents to the jurisdiction of any such court in any such suit, action or
      proceeding and to the laying of venue in such court. The Company and, by
      accepting this Warrant, the Warrantholder, each irrevocably waives any objection
      to the laying of venue of any such suit, action or proceeding brought in such
      courts and irrevocably waives any claim that any such suit, action or proceeding
      brought in any such court has been brought in an inconvenient forum.
EACH
      OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES
      ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
      WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
      WAIVER.

     

    
      
        
        

      

      
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    Section
      19. Cashless
      Exercise.
      Beginning six (6) months following the Closing Date and so long as the Company
      is then required under the Registration Rights Agreement to have effected the
      registration of the Warrant Shares for resale to the public pursuant to a
      Registration Statement, if the Warrant Shares may not then be sold to the public
      pursuant to such registration statement (or the related prospectus) for any
      reason (other than as a result of a Blackout Period or as a result of the
      Warrantholder’s failure to comply with its obligations under the Registration
      Rights Agreement), the Warrantholder may elect to receive, without the payment
      by the Warrantholder of the aggregate Warrant Price in respect of the shares
      of
      Common Stock to be acquired, shares of Common Stock of equal value to the value
      of this Warrant, or any specified portion hereof, by the surrender of this
      Warrant (or such portion of this Warrant being so exercised) together with
      a Net
      Issue Election Notice, in the form annexed hereto as Appendix B, duly executed,
      to the Company. Thereupon, the Company shall issue to the Warrantholder such
      number of fully paid, validly issued and nonassessable shares of Common Stock
      as
      is computed using the following formula:

    


    X
      =
Y
      (A -
      B)

    A

     

    where 

    


    X
      = 
the
      number of shares of Common Stock to which the Warrantholder is entitled upon
      such cashless exercise;

    


    Y
      =
the
      total
      number of shares of Common Stock covered by this Warrant for which the
      Warrantholder has surrendered purchase rights at such time for cashless exercise
      (including both shares to be issued to the Warrantholder and shares as to which
      the purchase rights are to be canceled as payment therefor);

    


    A
      =
the
      “Market Price” of one share of Common Stock as at the date the net issue
      election is made; and

    


    B
      =
the
      Warrant Price in effect under this Warrant at the time the net issue election
      is
      made.

    


    Section
      20. No
      Rights as Stockholder.
      Prior
      to the exercise of this Warrant, the Warrantholder shall not have or exercise
      any rights as a stockholder of the Company by virtue of its ownership of this
      Warrant.

    


    Section
      21. Amendment;
      Waiver.
      Any
      term of this Warrant may be amended or waived (including the adjustment
      provisions included in Section 8 of this Warrant) upon the written consent
      of
      the Company and the holders of Series A Warrants representing at least 50%
      of
      the number of shares of Common Stock then subject to all outstanding Series
      A
      Warrants (the “Majority
      Holders”);
      provided,
      that
      (x) any such amendment or waiver must apply to all Series A Warrants; and (y)
      the number of Warrant Shares subject to this Warrant, the Warrant Price and
      the
      Expiration Date may not be amended, and the right to exercise this Warrant
      may
      not be altered or waived in any manner adverse to the Warrantholder, without
      the
      written consent of the Warrantholder.

    


    Section
      22. Section
      Headings.
      The
      section headings in this Warrant are for the convenience of the Company and
      the
      Warrantholder and in no way alter, modify, amend, limit or restrict the
      provisions hereof.

     

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Series A Warrant to be duly
      executed as of the 6th day of June, 2008.

    
      	 	 	 
	 	ARDMORE
              HOLDING CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              Jeff
                D. Jenson, President

            


    

    


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    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: 
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    


    APPENDIX
      B

    ARDMORE
      HOLDING CORPORATION

    NET
      ISSUE
      ELECTION NOTICE

    


    


    To:
      Ardmore Holding Corporation

    


    Date:[_________________________]

    
 

    The
      undersigned hereby elects under Section
      19
      of this
      Warrant to surrender the right to purchase [____________] shares of Common
      Stock
      pursuant to this Warrant and hereby requests the issuance of [_____________]
      shares of Common Stock. The certificate(s) for the shares issuable upon such
      net
      issue election shall be issued in the name of the undersigned or as otherwise
      indicated below.

     

    
      	  	 
	Signature	 
	 	 
	  	 
	Name for Registration	 
	 	 
	  	 
	Mailing Address	 


    

    


    
      
        
        

      

      
        12