Attached files
file | filename |
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8-K - AMERICAN DG ENERGY INC | v205034_8k.htm |
EX-10.1 - AMERICAN DG ENERGY INC | v205034_ex10-1.htm |
EX-5.1 - AMERICAN DG ENERGY INC | v205034_ex5-1.htm |
EX-1.1 - AMERICAN DG ENERGY INC | v205034_ex1-1.htm |
Exhibit
4.1
AMERICAN
DG ENERGY INC.
WARRANT
TO PURCHASE COMMON STOCK
To
Purchase [_______] Shares of Common Stock
Date of
Issuance: December 14, 2010
VOID AFTER DECEMBER_14,
2015
THIS
CERTIFIES THAT, for value received, [______________], or permitted registered
assigns (the “Holder”),
is entitled to subscribe for and purchase at the Exercise Price (defined below)
from American DG Energy Inc., a Delaware corporation (the “Company”), up to
[____________] shares of the common stock of the Company, par value $0.001 per
share (the “Common
Stock”). This warrant is one of a series of warrants issued by
the Company as of the date hereof (individually a “Warrant”; collectively, the
“Warrants”) pursuant to
those certain subscription agreements between the Company and the investors
identified therein, dated as of December 9, 2010 (collectively, the “Subscription
Agreement”).
1. DEFINITIONS. Capitalized
terms used herein but not otherwise defined herein shall have their respective
meanings as set forth in the Subscription Agreement. As used herein,
the following terms shall have the following respective meanings:
(A) “Eligible Market” means any of
the New York Stock Exchange, the NYSE Amex, The NASDAQ Global Market, The NASDAQ
Global Select Market or The NASDAQ Capital Market.
(B) “Exercise Period” shall mean
the period commencing six (6) months after the date hereof and ending 5:00 P.M.
New York City time on December 14, 2010, unless sooner terminated as provided
below.
(C) “Exercise Price” shall mean
$3.25 per share, subject to adjustment pursuant to Section 4
below.
(D) “Exercise Shares” shall mean
the shares of Common Stock issuable upon exercise of this Warrant.
(E) “Trading Day” shall mean (a)
any day on which the Common Stock is listed or quoted and traded on its primary
Trading Market, (b) if the Common Stock is not then listed or quoted and traded
on any Eligible Market, then a day on which trading occurs on the OTC Bulletin
Board (or any successor thereto), or (c) if trading does not occur on the OTC
Bulletin Board (or any successor thereto), any Business Day.
(F) “Trading Market” shall mean the
NYSE Amex or any other Eligible Market, or any national securities exchange,
market or trading or quotation facility on which the Common Stock is then listed
or quoted.
2. EXERCISE OF
WARRANT. The rights represented by this Warrant may be
exercised in whole or in part at any time during the Exercise Period, by
delivery of the following to the Company at its address set forth on the
signature page hereto (or at such other address as it may designate by notice in
writing to the Holder):
(A) An
executed Notice of Exercise in the form attached hereto;
(B) Payment
of the Exercise Price either (i) in cash or by check, or (ii) pursuant to Section 2.1 below;
and
(C) This
Warrant.
Execution
and delivery of the Notice of Exercise shall have the same effect as
cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Exercise Shares, if
any.
Certificates
for Exercise Shares purchased hereunder shall be transmitted by the Company’s
transfer agent (the “Transfer
Agent”) to the Holder by crediting the account of the Holder’s prime
broker with the Depository Trust & Clearing Corporation through its Deposit
Withdrawal Agent Commission system if the Company is a participant in such
system, and otherwise by physical delivery to the address specified by the
Holder in the Notice of Exercise within three (3) business days from the
delivery to the Company of the Notice of Exercise, surrender of this Warrant and
payment of the aggregate Exercise Price as set forth above. This
Warrant shall be deemed to have been exercised on the date the latest of the
Warrant, Notice of Exercise and Exercise Price are received by the
Company.
The
person in whose name any certificate or certificates for Exercise Shares are to
be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the date
of delivery of such certificate or certificates, except that, if the date of
such surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.
Subject
to Section 2.4,
to the extent permitted by law, the Company’s obligations to issue and deliver
Exercise Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any person or entity or any action to enforce
the same, or any setoff, counterclaim, recoupment, limitation or termination, or
any breach or alleged breach by the Holder or any other person or entity of any
obligation to the Company or any violation or alleged violation of law by the
Holder or any other person or entity, and irrespective of any other circumstance
which might otherwise limit such obligation of the Company to the Holder in
connection with the issuance of Exercise Shares. Nothing herein shall
limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to
timely deliver Exercise Shares upon exercise of this Warrant as required
pursuant to the terms hereof.
2
2.1 NET
EXERCISE. If during the Exercise Period, the Holder is not
permitted to sell Exercise Shares pursuant to the Registration Statement (as
defined in the Subscription Agreement) or pursuant to another registration
statement that has been declared effective under Securities Act of 1933, as
amended, and the fair market value of one share of the Common Stock is greater
than the Exercise Price (at the date of calculation as set forth below), in lieu
of exercising this Warrant by payment of cash or by check, the Holder may elect
to receive shares equal to the value (as determined below) of this Warrant (or
the portion thereof being canceled) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Notice of
Exercise in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:
X =
Y (A-B)
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——
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A
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Where
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X =
the number of Exercise Shares to be issued to the
Holder
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Y
=
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the
number of shares of Common Stock purchasable under this Warrant or, if
only a portion of this Warrant is being exercised, the portion of this
Warrant being canceled (at the date of such
calculation)
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|
A
=
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the
fair market value of one share of the Company’s Common Stock (at the date
of such calculation)
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|
B
=
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Exercise
Price (as adjusted to the date of such
calculation)
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For
purposes of the above calculation, the “fair market value” of one share of
Common Stock shall mean (i) the average of the closing sales prices for the
shares of Common Stock on the NYSE Amex or other Eligible Market where the
Common Stock is listed or traded as reported by Bloomberg Financial Markets (or
a comparable reporting service of national reputation selected by the Company
and reasonably acceptable to the Holder if Bloomberg Financial Markets is not
then reporting sales prices of such security) (collectively, “Bloomberg”) for the five (5)
consecutive trading days immediately prior to the Exercise Date, or (ii) if the
NYSE Amex is not the principal Trading Market for the shares of Common Stock,
the average of the reported sales prices reported by Bloomberg on the principal
Trading Market for the Common Stock during the same period, or, if there is no
sales price for such period, the last sales price reported by Bloomberg for such
period, or (iii) if neither of the foregoing applies, the last sales price of
such security in the over-the-counter market on the pink sheets or bulletin
board for such security as reported by Bloomberg, or if no sales price is so
reported for such security, the last bid price of such security as reported by
Bloomberg or (iv) if fair market value cannot be calculated as of such date on
any of the foregoing bases, the fair market value shall be as determined by the
Board of Directors of the Company in the exercise of its good faith
judgment.
2.2 ISSUANCE OF NEW
WARRANTS. Upon any partial exercise of this Warrant, the
Company, at its expense, will forthwith and, in any event within five business
days, issue and deliver to the Holder a new warrant or warrants of like tenor,
registered in the name of the Holder, exercisable during the balance of the
Exercise Period, in the aggregate, for the balance of the number of shares of
Common Stock remaining available for purchase under this
Warrant.
3
2.3 PAYMENT OF TAXES AND
EXPENSES. The Company shall pay any recording, filing, stamp
or similar tax which may be payable in respect of any transfer involved in the
issuance of, and the preparation and delivery of certificates (if applicable)
representing, (i) any Exercise Shares purchased upon exercise of this Warrant
and/or (ii) new or replacement warrants in the Holder’s name or the name of any
transferee of all or any portion of this Warrant; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance, delivery or registration of any
certificates for Exercise Shares or Warrants in a name other than that of the
Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving
Exercise Shares upon exercise hereof.
2.4 EXERCISE LIMITATIONS;
HOLDER’S RESTRICTIONS. A Holder shall not have the right to
exercise any portion of this Warrant, pursuant to Section 2 or
otherwise, to the extent that after giving effect to such issuance after
exercise, such Holder (together with such Holder’s affiliates), as set forth on
the applicable Notice of Exercise, would beneficially own in excess of 9.9% of
the number of shares of the Common Stock outstanding immediately after giving
effect to such issuance. For purposes of this Section 2.4, the
number of shares of Common Stock beneficially owned by such Holder and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude the number of shares of Common Stock
which would be issuable upon (A) exercise of the remaining, nonexercised portion
of this Warrant beneficially owned by such Holder or any of its affiliates and
(B) exercise or conversion of the unexercised or nonconverted portion of any
other securities of the Company (including, without limitation, any other shares
of Common Stock or Warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by such Holder
or any of its affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 2.4,
beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act, it being acknowledged by a Holder that the Company is not
representing to such Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and such Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2.4 applies,
the determination of whether this Warrant is exercisable (in relation to other
securities owned by such Holder) and of which a portion of this Warrant is
exercisable shall be in the sole discretion of a Holder, and the submission of a
Notice of Exercise shall be deemed to be each Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by
such Holder) and of which portion of this Warrant is exercisable, in each case
subject to such aggregate percentage limitation, and the Company shall have no
obligation to verify or confirm the accuracy of such
determination. For purposes of this Section 2.4, in
determining the number of outstanding shares of Common Stock, a Holder may rely
on the number of outstanding shares of Common Stock as reflected in (x) the
Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more
recent public announcement by the Company or (z) any other notice by the Company
or the Company’s Transfer Agent setting forth the number of shares of Common
Stock outstanding. Upon the written or oral request of a Holder, the
Company shall within two Trading Days confirm orally and in writing to such
Holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by such Holder or its affiliates since the date as of
which such number of outstanding shares of Common Stock was
reported. The provisions of this Section 2.4 may be
waived by such Holder, at the election of such Holder, upon not less than 61
days’ prior notice to the Company, and the provisions of this Section 2.4 shall
continue to apply until such 61st day (or such later date, as determined by such
Holder, as may be specified in such notice of waiver).
4
3. COVENANTS OF THE
COMPANY.
3.1 COVENANTS AS TO EXERCISE
SHARES. The Company covenants and agrees that all Exercise
Shares that may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be validly issued and outstanding, fully paid and
nonassessable, and free from all taxes, liens (other than those imposed by the
Holder) and charges with respect to the issuance thereof. The Company
further covenants and agrees that the Company will at all times during the
Exercise Period, have authorized and reserved, free from preemptive rights, a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant. If at any time during the
Exercise Period the number of authorized but unissued shares of Common Stock
shall not be sufficient to permit exercise of this Warrant, the Company will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes.
3.2 NO
IMPAIRMENT. Except and to the extent as waived or consented to
by the holder of the Warrants representing at least a majority of the number of
shares of Common Stock then subject to outstanding Warrants, the Company will
not, by amendment of its Certificate of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may be necessary or appropriate in order to protect the exercise
rights of the Holder against impairment.
3.3 NOTICES OF RECORD DATE AND
CERTAIN OTHER EVENTS. In the event of any taking by the
Company of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, the Company shall mail to the Holder, at least twenty (20)
days prior to the date on which any such record is to be taken for the purpose
of such dividend or distribution, a notice specifying such date. In
the event of any voluntary dissolution, liquidation or winding up of the
Company, the Company shall mail to the Holder, at least twenty (20) days prior
to the date of the occurrence of any such event, a notice specifying such
date. In the event the Company authorizes or approves, enters into
any agreement contemplating, or solicits stockholder approval for any
Fundamental Transaction, as defined in Section 6 herein, the
Company shall mail to the Holder, at least twenty (20) days prior to the date of
the occurrence of such event, a notice specifying such date.
5
4. ADJUSTMENT OF EXERCISE PRICE
AND SHARES.
(A) In
the event of changes in the outstanding Common Stock of the Company by reason of
stock dividends, split-ups, recapitalizations, reclassifications, combinations
or exchanges of shares, separations, reorganizations, liquidations,
consolidation, acquisition of the Company (whether through merger or acquisition
of substantially all the assets or stock of the Company), or the like, the
number, class and type of shares available under this Warrant in the aggregate
and the Exercise Price shall be correspondingly adjusted to give the Holder of
this Warrant, on exercise for the same aggregate Exercise Price, the total
number, class, and type of shares or other property as the Holder would have
owned had this Warrant been exercised prior to the event and had the Holder
continued to hold such shares until the event requiring
adjustment. The form of this Warrant need not be changed because of
any adjustment in the number of Exercise Shares subject to this
Warrant.
(B) If
at any time or from time to time the holders of all outstanding shares of Common
Stock of the Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) pursuant to a dividend or
distribution declared by the Company (other than a dividend or distribution
covered in Section
4(A) above), shall have received or become entitled to receive, without
payment therefor:
(I) Common
Stock or any shares of stock or other securities which are at any time directly
or indirectly convertible into or exchangeable for Common Stock, or any rights
or options to subscribe for, purchase or otherwise acquire any of the foregoing
by way of dividend or other distribution;
(II) any
cash paid or payable otherwise than as a cash dividend; or
(III)
Common Stock or additional stock or other securities or property (including
cash) by way of spinoff, split-up, reclassification, combination of shares or
similar corporate rearrangement, then and in each such case, the Holder hereof
will, upon the exercise of this Warrant, be entitled to receive, in addition to
the number of shares of Common Stock receivable thereupon, and without payment
of any additional consideration therefor, the amount of stock and other
securities and property (including cash in the cases referred to in clauses (II)
and (III) above) which such Holder would hold on the date of such exercise had
such Holder been the holder of record of such Common Stock as of the date on
which holders of Common Stock received or became entitled to receive such shares
or all other additional stock and other securities and property.
(C) Upon
the occurrence of each adjustment pursuant to this Section 4, the
Company at its expense will, at the written request of the Holder, promptly
compute such adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, including a statement of the
adjusted Exercise Price and adjusted number or type of Exercise Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and
to the transfer agent for the Warrants, if other than the
Company.
6
5.
FRACTIONAL
SHARES. No fractional shares shall be issued upon the exercise
of this Warrant as a consequence of any adjustment pursuant
hereto. All Exercise Shares (including fractions) issuable upon
exercise of this Warrant may be aggregated for purposes of determining whether
the exercise would result in the issuance of any fractional
share. If, after aggregation, the exercise would result in the
issuance of a fractional share, the Company shall, in lieu of issuance of any
fractional share, pay the Holder otherwise entitled to such fraction a sum in
cash equal to the product resulting from multiplying the then current fair
market value of an Exercise Share by such fraction.
6.
FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is
outstanding, (i) the Company effects any merger of the Company with or into
another entity and the Company is not the surviving entity, (ii) the Company
effects any sale of all or substantially all of its assets in one or a series of
related transactions, (iii) any tender offer or exchange offer (whether by the
Company or by another individual or entity and approved by the Company) is
completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares of Common Stock for other securities, cash or property or
(iv) the Company effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (other than
as a result of a subdivision or combination of shares of Common Stock covered by
Section 4
above) (in any such case, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive the number of shares of Common Stock of the successor or
acquiring corporation or of the Company and any additional consideration (the
“Alternate
Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event (disregarding any limitation on exercise
contained herein solely for the purpose of such determination). For
purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration. Notwithstanding anything to the
contrary, in the event of a Fundamental Transaction, then the Company or any
successor entity shall at the Holder’s option, exercisable at any time
concurrently with or within thirty (30) days after the consummation of the
Fundamental Transaction, purchase this Warrant from the Holder by paying to the
Holder an amount of cash equal to the value of this Warrant as determined in
accordance with the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg L.P. using (i) a price per share of Common Stock equal to
the Volume-Weighted Average Price of the Common Stock for the Trading Day
immediately preceding the date of consummation of the applicable Fundamental
Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the remaining term of this Warrant as of the date of
consummation of the applicable Fundamental Transaction and (iii) an expected
volatility equal to the lesser of (1) the thirty (30) day volatility obtained
from the “HVT” function on Bloomberg L.P. determined as of the end of the
Trading Day immediately following the public announcement of the applicable
Fundamental Transaction or (2) 70%. The terms of any agreement pursuant to which
a Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this Section 6 and
ensuring that this Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.
7
7.
NO STOCKHOLDER
RIGHTS. Other than as provided in Section 3.3 or
otherwise herein, this Warrant in and of itself shall not entitle the Holder to
any voting rights or other rights as a stockholder of the Company.
8.
TRANSFER OF
WARRANT. Subject to applicable laws and the restriction on
transfer set forth in the Subscription Agreement, this Warrant and all rights
hereunder are transferable, by the Holder in person or by duly authorized
attorney, upon delivery of this Warrant and the form of assignment attached
hereto to any transferee designated by Holder. The transferee shall
sign an investment letter in form and substance reasonably satisfactory to the
Company and its counsel. Any proposed transfer of all or any portion of this
Warrant in violation of the provisions of this warrant or the Subscription
Agreement shall be null and void. Upon surrender of this Warrant and
delivery of an assignment, the Company shall execute and deliver a new Warrant
or Warrants in the name of the transferee or transferees, as applicable, and in
the denomination or denominations specified in such instrument of assignment,
and shall issue to the transferor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be
cancelled.
9.
LOST, STOLEN, MUTILATED OR
DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated
or destroyed, the Company may, on such terms as to indemnity or otherwise as it
may reasonably impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor as
this Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute an original contractual obligation of the Company.
10. NOTICES,
ETC. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, (c) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to
the Company at the address listed on the signature page hereto and to Holder at
the applicable address set forth on the applicable signature page to
the Subscription Agreement or at such other address as the Company or Holder may
designate by ten (10) days advance written notice to the other parties
hereto.
8
11. ACCEPTANCE. Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to
all of the terms and conditions contained herein.
12. GOVERNING
LAW. This Warrant and all rights, obligations and liabilities
hereunder shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without giving effect to the principles of
conflicts of law that would require the application of the laws of any other
jurisdiction.
13. AMENDMENT OR
WAIVER. Any term of this Warrant may be amended or waived
(either generally or in a particular instance and either retroactively or
prospectively) with the written consent of the Company and the holders of the
Warrants representing at least two-thirds of the number of shares of Common
Stock then subject to outstanding Warrants. Notwithstanding the
foregoing, (a) this Warrant may be amended and the observance of any term
hereunder may be waived without the written consent of the Holder only in a
manner which applies to all Warrants in the same fashion and (b) the number of
Exercise Shares subject to this Warrant and the Exercise Price of this Warrant
may not be amended, and the right to exercise this Warrant may not be waived,
without the written consent of the Holder. The Company shall give
prompt written notice to the Holder of any amendment hereof or waiver hereunder
that was effected without the Holder’s written consent. No waivers of
any term, condition or provision of this Warrant, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.
[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]
9
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of December __, 2010.
AMERICAN
DG ENERGY INC.
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By:
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Name:
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Title:
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45
First Avenue
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Waltham,
Massachusetts
02451
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10
NOTICE OF
EXERCISE
TO: AMERICAN
DG ENERGY INC.
(1) [_] The
undersigned hereby elects to purchase [__________] shares of the common stock,
par value $0.001 (the “Common
Stock”), of AMERICAN DG ENERGY INC. (the “Company”) pursuant to the
terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.
[_] The
undersigned hereby elects to purchase [___________] shares of Common Stock of
the Company pursuant to the terms of the net exercise provisions set forth in
Section 2.1 of
the attached Warrant, and shall tender payment of all applicable transfer taxes,
if any.
(2) Please
issue the certificate for shares of Common Stock in the name of, and pay any
cash for any fractional share to:
Print or
type name
Social
Security or other Identifying Number
Street
Address
City
State Zip Code
(3) If
such number of shares shall not be all the shares purchasable upon the exercise
of the Warrants evidenced by this Warrant, a new warrant certificate for the
balance of such Warrants remaining unexercised shall be registered in the name
of and delivered to:
Please
insert social security or other identifying
number: ____________________
(Please
print name and address)
Dated:
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(Signature)
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(Print
name)
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ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required
information. Do not use this form to purchase shares.)
FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to
Name:
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(Please
Print)
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Address:
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(Please
Print)
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Dated: ____________________
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Holder’s
Signature:
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Holder’s
Address:
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NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatever. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.