Exhibit 4.2

 

	
RIGHTS CERTIFICATE #:
    	
NUMBER OF RIGHTS
    


 

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED  JUNE 28, 2018 (THE “PROSPECTUS SUPPLEMENT”) AND ARE INCORPORATED HEREIN BY REFERENCE.  COPIES OF THE PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CDTI ADVANCED MATERIALS, INC.

 

CDTi Advanced Materials, Inc.

Incorporated under the laws of the State of Delaware

 

NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

 

Evidencing Non-Transferable Subscription Rights to Purchase Shares of Common Stock of CDTi Advanced Materials, Inc.

 

Subscription Price:  $0.50 per Share

 

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,

ON JULY 13, 2018, UNLESS EXTENDED BY THE COMPANY

 

REGISTERED  OWNER:

 

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the  number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one share of Common Stock, with a par value of $0.01 per share, of CDTi Advanced Materials, Inc., a Delaware corporation, at a subscription price of $0.50 per share (the  “Basic  Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus Supplement and the “Instructions as to Use of CDTi Advanced Materials, Inc. Subscription Rights Certificates” accompanying this Subscription Rights Certificate.  If any shares of Common Stock available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Right (the “Remaining Shares”), any Rights holder that exercises its Basic Subscription Right in full may subscribe for a number of Remaining Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus Supplement (the “Over-subscription Privilege”).  The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate Forms on the reverse side hereof and by retuning the full payment of the subscription price for each share of Common Stock in accordance with the “Instructions as to Use of CDTi Advanced Materials, Inc. Subscription Rights Certificates” that accompany this Subscription Rights Certificate.

 

This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the signatures of the duly authorized officers of CDTi Advanced Materials, Inc. 

 

Dated:  June 29, 2018

 

	
/s/   Matthew Beale
    	
 
    	
/s/   Tracy Kern
    
	
Chief Executive Officer
    	
 
    	
Secretary
    


 



 












 

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

 

Delivery other than in the manner or to the address listed below will not constitute valid delivery.

If delivering by mail, hand or overnight courier:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

 

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

 

	
FORM 1-EXERCISE   OF SUBSCRIPTION RIGHTS
    
	
 
    
	
To subscribe for shares   pursuant to your Basic Subscription Right, please complete lines (a) and   (c) and sign under Form 3 below. To subscribe for shares pursuant   to your Over-subscription Privilege, please also complete line (b) and   sign under Form 3 below. To the extent you subscribe for more Shares   than you are entitled under either the Basic Subscription Right or the   Over-subscription Privilege, you will be deemed to have elected to purchase   the maximum number of shares for which you are entitled to subscribe under   the Basic Subscription Right or Over-subscription Privilege, as applicable.
    
	
 
    
	
(a) EXERCISE   OF BASIC SUBSCRIPTION RIGHT:
    
	
 
    
	
I apply for                                   shares x $0.50
    	
=
    	
$
    
	
                 (no.   of new shares)                   (subscription   price)
    	
 
    	
(amount enclosed)
    
	
 
    
	
(b) EXERCISE   OF OVER-SUBSCRIPTION PRIVILEGE
    
	
 
    
	
If you have exercised   your Basic Subscription Right in full and wish to subscribe for additional   shares pursuant to your Over-subscription Privilege:
    
	
I apply   for                                shares x $0.50
    	
=
    	
$
    
	
                 (no.   of new   shares)                   (subscription   price)
    	
 
    	
(amount enclosed)
    
	
 
    
	
(c) Total Amount   of Payment Enclosed
    	
=
    	
$
    
	
 
    
	
METHOD OF PAYMENT   (CHECK ONE)
    
	
 
    
	
o
    	
Check   or bank draft payable to “American Stock Transfer & Trust Company,   LLC”.
    
	
 ̈
    	
Wire   transfer of immediately available funds directly to the account maintained by   American Stock Transfer & Trust Company, LLC, as Subscription Agent,   for purposes of accepting subscriptions in this Rights Offering at JPMorgan   Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021,   Account # 530-354616 American Stock Transfer FBO CDTi Advanced   Materials, Inc., with reference to the rights holder’s name.
    
	
 
    
	
FORM  2-DELIVERY TO   DIFFERENT ADDRESS
    
	
 
    
	
If you wish for the   Common Stock underlying your subscription rights to be delivered to an   address different from that shown on the face of this Subscription Rights   Certificate, please enter the alternate address below, sign under Form 3   and have your signature guaranteed under Form 4.

 
    
	
 
    
	
 
    
	
FORM 3-SIGNATURE
    
	
 
    
	
TO SUBSCRIBE: I   acknowledge that I have received the Prospectus Supplement and the   accompanying base Prospectus for this Rights Offering and I hereby   irrevocably subscribe for the number of shares indicated in Form 1 on   the terms and conditions specified in the Prospectus Supplement.

 
    
	
Signature(s):
    	
 
    	
 
    
	
 
    	
 
    
	
IMPORTANT: The   signature(s) must correspond with the name(s) as printed on the   reverse of this Subscription Rights Certificate in every particular, without   alteration or enlargement, or any other change whatsoever.
    
	
 
    
	
FORM 4-SIGNATURE GUARANTEE
    
	
 
    
	
This form must   be completed if you have completed any portion of Form 2.
    
	
 
    
	
Signature Guaranteed:
    	
 
    	
 
    
	
 
    	
(Name of Bank or   Firm)
    	
 
    
	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
(Signature of   Officer)
    	
 
    
	
 
    
	
IMPORTANT:  The signature(s) should be guaranteed   by an eligible guarantor institution (bank, stock broker, savings &   loan association or credit union) with membership in an approved signature   guarantee medallion program pursuant to Securities and Exchange Commission   Rule 17Ad-15.
    
									


 

FOR INSTRUCTIONS ON THE USE OF CDTI ADVANCED MATERIALS, INC.’S SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT THE COMPANY’S INVESTOR RELATIONS MANAGER, AT (805) 639-9555.