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. 

      .

      
 

      WB-       
        

      
 

      ARDMORE
        HOLDING CORPORATION

      


      SERIES
        B 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 B Warrant (the “Warrant”), from Ardmore
        Holding Corporation, a Delaware corporation (“Company”), at any time prior to
        5:00 P.M., New York City time on the third anniversary of the date hereof
        at an
        exercise price per share equal to the Warrant Price (as defined),
        _____ shares
        (“Warrant Shares”) of the Company’s Common Stock, par value $0.001 per share
        (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this
        Warrant and the Warrant Price shall be subject to adjustment from time to
        time
        as described herein. The term “Warrant Price” means $1.08, subject to adjustment
        as provided in Section 8 herein. This is one of a series of Series B Warrants
        issued to Grand Orient Fortune Investment Ltd (“Grand Fortune”) and its
        designees pursuant to an agreement between the Company and Grand Fortune
        (the
“Agreement”).

      


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

      


      (b)
        By
        acceptance of this Warrant, the Warrantholder represents and warrants that
        (i)
        it either is (y) not a U.S. Person (as such term is used in Rule 902(k)
        promulgated under the Act or (z) is an “accredited investor” as such term is
        defined in Rule 501 promulgated under the Act, (ii) the Warrants and the
        Warrant
        Shares are and will be acquired for the Warrantholder’s own account, not as
        nominee or agent, and not with a view to the resale or distribution of any
        part
        thereof in violation of the Act, and the Warrantholder has no present intention
        of selling, granting any participation in, or otherwise distributing the
        same in
        violation of the Act, (iii) it can bear the economic risk and complete loss
        of
        its investment in the Warrants and Warrant Shares and has such knowledge
        and
        experience in financial or business matters that it is capable of evaluating
        the
        merits and risks of the investment in the Warrants and the Warrant Shares
        and
        (iv) understands that the Warrants
        and Warrant Shares are
        characterized as “restricted securities” under the Act inasmuch as they are
        being acquired from the Company in a transaction not involving a public offering
        and that under the Act and applicable regulations the Warrants and Warrant
        Shares may be resold without registration under the Act only in certain limited
        circumstances. By acceptance of this Warrant, the Warrantholder covenants
        and
        agrees that it will not engage in transactions with respect to the Warrants
        and
        Warrant Shares in violation of United States securities laws (including without
        limitation Rule 10b-5 promulgated under the Securities Exchange Act of 1934,
        as
        amended) nor on the basis of any material non-public information regarding
        the
        Company or its subsidiaries.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Section
        2. Transfers.
        The
        Company shall transfer this Warrant from time to time upon the books to be
        maintained by the Company for that purpose, upon surrender hereof for transfer,
        properly endorsed or accompanied by appropriate instructions for transfer
        and
        such other documents as may be reasonably required by the Company (including
        without limitation, an opinion of counsel (in form and substance satisfactory
        to
        the Company) to be delivered by counsel to the Warrantholder to the effect
        that
        such transfer is exempt from registration under the Act and applicable
        securities laws).

      


      Section
        3. Exercise
        of Warrant; Limitations on Exercise.
        (a)
        Subject to the provisions hereof, the Warrantholder may exercise this Warrant,
        in whole or in part, at any time prior to its expiration upon surrender of
        the
        Warrant, together with delivery of a duly executed Warrant exercise form,
        in the
        form attached hereto as “Appendix
        A”
(the
        “Exercise Agreement”) and payment by cash, certified check or wire transfer of
        funds (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 Section1(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.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Section
        8. Adjustments.
        Subject
        and pursuant to the provisions of this Section 8, the Warrant Price and number
        of Warrant Shares subject to this Warrant shall be subject to adjustment
        from
        time to time as set forth hereinafter.

      


      (a) If
        the
        Company shall, at any time or from time to time while this Warrant is
        outstanding, pay a dividend or make a distribution on its Common Stock in
        shares
        of Common Stock, subdivide its outstanding shares of Common Stock into a
        greater
        number of shares or combine its outstanding shares of Common Stock into a
        smaller number of shares or issue by reclassification of its outstanding
        shares
        of Common Stock any shares of its capital stock (including any such
        reclassification in connection with a consolidation or merger in which the
        Company is the continuing corporation), then (i) the Warrant Price in effect
        immediately prior to the date on which such change shall become effective
        shall
        be adjusted by multiplying such Warrant Price by a fraction, the numerator
        of
        which shall be the number of shares of Common Stock outstanding immediately
        prior to such change and the denominator of which shall be the number of
        shares
        of Common Stock outstanding immediately after giving effect to such change
        and
        (ii) the number of Warrant Shares purchasable upon exercise of this Warrant
        shall be adjusted by multiplying the number of Warrant Shares purchasable
        upon
        exercise of this Warrant immediately prior to the date on which such change
        shall become effective by a fraction, the numerator of which is shall be
        the
        Warrant Price in effect immediately prior to the date on which such change
        shall
        become effective and the denominator of which shall be the Warrant Price
        in
        effect immediately after giving effect to such change, calculated in accordance
        with clause (i) above. Such adjustments shall be made successively whenever
        any
        event listed above shall occur.

      


      (b) If
        any
        capital reorganization or reclassification of the capital stock of the Company,
        consolidation or merger of the Company with another corporation in which
        the
        Company is not the survivor, or sale, transfer or other disposition of all
        or
        substantially all of the Company’s assets to another corporation shall be
        effected, then, as a condition of such reorganization, reclassification,
        consolidation, merger, sale, transfer or other disposition, lawful and adequate
        provision shall be made whereby each Warrantholder shall thereafter have
        the
        right to purchase and receive upon the basis and upon the terms and conditions
        herein specified and in lieu of the Warrant Shares immediately theretofore
        issuable upon exercise of the Warrant, such shares of stock, securities or
        assets as would have been issuable or payable with respect to or in exchange
        for
        a number of Warrant Shares equal to the number of Warrant Shares immediately
        theretofore issuable upon exercise of the Warrant, had such reorganization,
        reclassification, consolidation, merger, sale, transfer or other disposition
        not
        taken place, and in any such case appropriate provision shall be made with
        respect to the rights and interests of each Warrantholder to the end that
        the
        provisions hereof (including, without limitation, provision for adjustment
        of
        the Warrant Price) shall thereafter be applicable, as nearly equivalent as
        may
        be practicable in relation to any shares of stock, securities or assets
        thereafter deliverable upon the exercise hereof. The Company shall not effect
        any such consolidation, merger, sale, transfer or other disposition unless
        prior
        to or simultaneously with the consummation thereof the successor corporation
        (if
        other than the Company) resulting from such consolidation or merger, or the
        corporation purchasing or otherwise acquiring such assets or other appropriate
        corporation or entity shall assume the obligation to deliver to the
        Warrantholder, at the last address of the Warrantholder appearing on the
        books
        of the Company, such shares of stock, securities or assets as, in accordance
        with the foregoing provisions, the Warrantholder may be entitled to purchase,
        and the other obligations under this Warrant. The provisions of this paragraph
        (b) shall similarly apply to successive reorganizations, reclassifications,
        consolidations, mergers, sales, transfers or other dispositions.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      (c) In
        case
        the Company shall fix a payment date for the making of a distribution to
        all
        holders of Common Stock (including any such distribution made in connection
        with
        a consolidation or merger in which the Company is the continuing corporation)
        of
        evidences of indebtedness or assets (other than cash dividends or cash
        distributions payable out of consolidated earnings or earned surplus or
        dividends or distributions referred to in Section 8(a)), or subscription
        rights
        or warrants, the Warrant Price to be in effect after such payment date shall
        be
        determined by multiplying the Warrant Price in effect immediately prior to
        such
        payment date by a fraction, the numerator of which shall be the total number
        of
        shares of Common Stock outstanding multiplied by the Market Price (as defined
        below) per share of Common Stock immediately prior to such payment date,
        less
        the fair market value (as determined by the Company’s Board of Directors in good
        faith) of said assets or evidences of indebtedness so distributed, or of
        such
        subscription rights or warrants, and the denominator of which shall be the
        total
        number of shares of Common Stock outstanding multiplied by such Market Price
        per
        share of Common Stock immediately prior to such payment date. “Market Price” as
        of a particular date (the “Valuation Date”) shall mean the following: (a) if the
        Common Stock is then listed on a national stock exchange, the closing sale
        price
        of one share of Common Stock on such exchange on the last trading day prior
        to
        the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq
        Stock
        Market, Inc. (“Nasdaq”), the OTC Bulletin Board (the “Bulletin Board”) or such
        similar quotation system or association, the closing sale price of one share
        of
        Common Stock on Nasdaq, the Bulletin Board or such other quotation system
        or
        association on the last trading day prior to the Valuation Date or, if no
        such
        closing sale price is available, the average of the high bid and the low
        asked
        price quoted thereon on the last trading day prior to the Valuation Date;
        or (c)
        if the Common Stock is not then listed on a national stock exchange or quoted
        on
        Nasdaq, the Bulletin Board or such other quotation system or association,
        the
        fair market value of one share of Common Stock as of the Valuation Date,
        as
        determined in good faith by the Board of Directors of the Company and the
        Warrantholder. If the Common Stock is not then listed on a national securities
        exchange, Nasdaq the Bulletin Board or such other quotation system or
        association, the Board of Directors of the Company shall respond promptly,
        in
        writing, to an inquiry by the Warrantholder prior to the exercise hereunder
        as
        to the fair market value of a share of Common Stock as determined by the
        Board
        of Directors of the Company. In the event that the Board of Directors of
        the
        Company and the Warrantholder are unable to agree upon the fair market value
        in
        respect of subpart (c) of this paragraph, the Company and the Warrantholder
        shall jointly select an appraiser, who is experienced in such matters. The
        decision of such appraiser shall be final and conclusive, and the cost of
        such
        appraiser shall be borne equally by the Company and the Warrantholder. Such
        adjustment shall be made successively whenever such a payment date is
        fixed.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      (d) An
        adjustment to the Warrant Price shall become effective immediately after
        the
        payment date in the case of each dividend or distribution and immediately
        after
        the effective date of each other event which requires an
        adjustment.

      


      (e) In
        the
        event that, as a result of an adjustment made pursuant to this Section 8,
        the
        Warrantholder shall become entitled to receive any shares of capital stock
        of
        the Company other than shares of Common Stock, the number of such other shares
        so receivable upon exercise of this Warrant shall be subject thereafter to
        adjustment from time to time in a manner and on terms as nearly equivalent
        as
        practicable to the provisions with respect to the Warrant Shares contained
        in
        this Warrant.

      


      (f) To
        the
        extent permitted by applicable law and the listing requirements of any stock
        market or exchange on which the Common Stock is then listed, the Company
        from
        time to time may decrease the Warrant Price by any amount for any period
        of time
        if the period is at least twenty (20) days, the decrease is irrevocable during
        the period and the Board shall have made a determination that such decrease
        would be in the best interests of the Company, which determination shall
        be
        conclusive. Whenever the Warrant Price is decreased pursuant to the preceding
        sentence, the Company shall provide written notice thereof to the Warrantholder
        at least five (5) days prior to the date the decreased Warrant Price takes
        effect, and such notice shall state the decreased Warrant Price and the period
        during which it will be in effect.

      


      Section
        9. Fractional
        Interest.
        The
        Company shall not be required to issue fractions of Warrant Shares upon the
        exercise of this Warrant. If any fractional share of Common Stock would,
        except
        for the provisions of the first sentence of this Section 9, be deliverable
        upon
        such exercise, the Company, in lieu of delivering such fractional share,
        shall
        pay to the exercising Warrantholder an amount in cash equal to the Market
        Price
        of such fractional share of Common Stock on the date of exercise.

      


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

      


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

      


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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      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.

      XinGuang
        Road No. 9, 

      Northern
        Industrial Park of Zhonbei Town, 

      XiQing
        District, 

      Tianjin
        City, PRC 300201

      Attn.:
        Li
        Liu, 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 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 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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      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.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      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 B 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 Series B Warrant to be duly
        executed as of the ___ 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
      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	 


    

     

    
      
        
        

      

      
        12