EX-4.4.4






Exhibit 4.4.4




AMENDMENT NO. 1 TO

WARRANT CERTIFICATE NO. __

AND

CONSENT TO DOMESTICATION




This agreement (the “Amendment”) made this _____ day of                     , 2008




BETWEEN:




CERAMIC PROTECTION CORPORATION

(the “Corporation”)




- and -




[________________________]

(the “Holder”)



WHEREAS
the Corporation issued to the Holder on •, 2007 a secured subordinated debenture (the
“Debenture”) pursuant to which the Corporation has promised to pay to the Holder the principal sum
of US$•;



WHEREAS,
on •, 2007, the Corporation issued to the Holder warrants
to purchase • shares of the
Corporation’s common stock (the “Warrants”)
pursuant to Warrant Certificate No. • (the “Warrant
Certificate”);



AND WHEREAS the Corporation intends to domesticate under the General Corporation Law of the State
of Delaware (the “Domestication”) and wishes to seek the Holder’s consent to the Domestication and
to make certain amendments to the Warrant Certificate in light thereof;



NOW THEREFORE in consideration of the mutual promises contained herein and the payment of $1.00 by
each party hereto to the other and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as set forth below.




ARTICLE 1

INTERPRETATION





	1.1	 	In this Amendment and the recitals hereto, unless the context otherwise requires, capitalized
terms shall have the meanings ascribed to such terms in the Warrant Certificate.





ARTICLE 2

CONSENT TO DOMESTICATION; AMENDMENTS





	2.1	 	Pursuant to Section 3.2(i) of the Debenture, the Holder hereby consents to the Domestication.
	 
	2.2	 	The following text is added to the restrictive legend at the heading of the Warrant
Certificate:
	 
	 	 	THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF CERAMIC PROTECTION CORPORATION (THE
“CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A)
TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION
S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (C) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED
THAT, IN THE CASE OF TRANSFERS PURSUANT TO THE FOREGOING CLAUSE (C), THE




 









 







	 	 	TRANSFEROR SHALL HAVE FURNISHED TO THE CORPORATION A WRITTEN OPINION OF COUNSEL OF
RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD
DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.
	 
	2.3	 	Section 1.3 of the Warrant Certificate is hereby amended and restated as follows:
	 
	 	 	“Applicable Law
	 
	 	 	The terms hereof and of the Warrants shall be construed in accordance with the laws of the
State of Delaware.”
	 
	2.4	 	The following text is hereby added as Section 3.5 of the Warrant Certificate:
	 
	 	 	3.5 U.S. Restriction on Exercise






     The Common Shares issuable upon exercise of the Warrants have not been registered under
the U.S. Securities Act or the securities laws of any state and may not be exercised unless
the holder either: (i) is not (a) a “U.S. person” as defined in Regulation S under the U.S.
Securities Act at the time the Warrants are exercised, (b) exercising the Warrants on behalf
of or for the account of a “U.S. person”, and (c) in the United States at the time the
Warrants are exercised and did not execute or deliver the Warrant Exercise Form in the
United States; or (ii) if such exercise is made on or after the date that the Corporation
becomes a corporation existing under the laws of the State of Delaware and on or before
May 1, 2009, at or prior to the time of such exercise, has delivered to the Corporation a
written opinion of counsel of recognized standing in form and substance satisfactory to the
Corporation to the effect that such registration is not required; or (iii) is the original
purchaser of the Warrants and confirms, as of the date of such exercise, each of the
representations, warranties and agreements made by it in the subscription agreement pursuant
to which the Warrants were purchased by it.




	2.5	 	The following text is hereby added as Article 8 of the Warrant Certificate:





ARTICLE 8

LEGENDS ON COMMON SHARES




8.1 U.S. Legend




     Any certificate representing Common Shares issued upon the exercise of Warrants to a
“U.S. person” as defined in Regulation S under the U.S. Securities Act or to a person in the
United States or upon the exercise of Warrants exercised in the United States will bear a
legend prohibiting the transfer of such Common Shares except in transactions that are exempt
from the registration requirements of the U.S. Securities Act or in transactions outside the
United States to which such registration requirements do not apply.




	2.6	 	The following text is hereby added immediately following the second paragraph of Schedule “B”
to the Warrant Certificate:





In connection with such exercise, the undersigned hereby certifies to the Corporation that
(initial one):




	 	 	 
	                    

	 	  (i) The undersigned holder (i) at the time of the exercise of these Warrants
is not in the United States, (ii) is not a “U.S. person” as defined in
Regulation S under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”) and is not exercising these Warrants on behalf of a “U.S.
person” and (iii) did not execute or deliver this Exercise Form in the United
States.







 









 






	 	 	 
	                    

	(ii) 	An exemption from registration under the U.S. Securities Act and any
applicable state securities laws is available, and attached hereto is an opinion
of counsel of recognized standing to such effect, it being understood that any
opinion of counsel tendered in connection with the exercise of these Warrants
must be in form and substance satisfactory to the Corporation.
	 
	                    

	(iii) 	The undersigned acquired the Warrants from the Corporation, and hereby
ratifies and confirms as of the date hereof each of the agreements,
representations and warranties made by the undersigned in the subscription
agreement between the undersigned and the Corporation, pursuant to which the
undersigned acquired the Warrants.






ARTICLE 3

GENERAL





	3.1	 	This Amendment shall become effective only upon such time as the Corporation domesticates and
becomes a corporation under the laws of the state of Delaware.






	3.2	 	This Amendment shall be binding upon and enure to the benefit of the parties hereto and their
respective heirs, administrators, executors, successors and permitted assigns.






	3.3	 	This Amendment shall be governed by and construed in accordance with the laws of the Province
of Alberta and the federal laws of Canada applicable therein until the Corporation
domesticates and becomes a corporation under the laws of the state of Delaware, at which time
this Amendment shall be governed by the laws of the state of Delaware.






	3.4	 	This Amendment may be executed in one or more counterparts, each of which, when so executed,
shall be deemed to be an original, and such counterparts together shall constitute one and the
same instrument.




In witness whereof the parties have executed this Amendment this ___ day of                     , 2008.




	 	 	 	 	 	 	 
	 	 	CERAMIC PROTECTION CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

Authorized Signing Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	[__________________________]	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

Authorized Signing Officer