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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/29/16 Cemtrex Inc S-1 3:627K Vintage/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 391K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 16K 3: EX-23.1 Consent of Experts or Counsel HTML 5K
Exhibit 4.1
FORM OF SUBSCRIPTION RIGHTS CERTIFICATE
Rights Certificate No.: _________ Number of Rights: ________
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE CEMTREX, INC. (THE “COMPANY”) PROSPECTUS, DATED _________, 2016 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM Okapi Partners LLC, the information agent for the rights offering.
CEMTREX, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
EVIDENCING Non-Transferable SUBSCRIPTION RIGHTS TO PURCHASE
______ UNITS
SUBSCRIPTION PRICE: $10.00 PER UNIT
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON _________, 2016, UNLESS EXTENDED OR THE RIGHTS OFFERING IS TERMINATED BY CEMTREX, INC.
REGISTERED OWNER: ______________________________
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of subscription rights set forth above. Each right entitles the holder thereof, to subscribe for and purchase, at the subscription price of $10.00, one unit, consisting of one share of our Series 1 Preferred Stock, par value $0.001 per share, and two Series 1 Warrants, with each Series 1 Warrant entitling the holder to purchase one share of common stock, par value $0.001 per share, of the Company that expires on ___________ at an exercise price of $____ per share, pursuant to a rights offering, on the terms and subject to the conditions set forth in the Prospectus and the “Instructions for Use of Cemtrex, Inc. Subscription Rights Certificates” accompanying this Subscription Rights Certificate, which we refer to herein as the basic subscription privilege.
If any of the units available for purchase in the rights offering are not purchased by other holders of rights pursuant to the exercise of their basic subscription privilege, any stockholder that fully exercises its basic subscription privilege may also exercise an over-subscription privilege to purchase additional units that remain unsubscribed at the expiration of the rights offering, if any, subject to the availability and pro-rata allocation of units among stockholders exercising this 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 returning the full payment of the subscription price for each right subscribed for pursuant to the over-subscription privilege, in addition to the payment due for units purchased through your basic subscription privilege, in accordance with the “Instructions for Use of Cemtrex, Inc. Subscription Rights Certificates” that accompany this Subscription Rights Certificate.
The subscription rights evidenced by this Subscription Rights Certificate may not be transferred or sold. The subscription rights will not be listed for trading on any stock exchange or market.
IN WITNESS WHEREOF, the Company has caused this Subscription Rights Certificate to be duly executed under their corporate seals.
| Dated: __________ __, 2016 | CEMTREX, INC. | |||
| By: | ||||
| Name: Title: |
Saagar Govil President and Chief Executive Officer |
|||
| By: | ||||
| Name: | Renato Dela Rama | |||
| Title: | Vice President of Finance | |||
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
FOR DELIVERY BY HAND DELIVERY, FIRST CLASS MAIL OR COURIER SERVICE:
Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor
Attn: Corporate Actions Department
DELIVERY OTHER THAN IN THE MANNER OR TO THE ADDRESSES LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
FORM 1 - EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for units pursuant to your basic subscription privilege, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for units pursuant to your over-subscription privilege, please also complete line (b) and sign under Form 3 below.
(a) I apply for ______ units x $10.00 = $ ________
(No. of units) (subscription price) (payment)
If you have exercised your basic subscription privilege in full and wish to subscribe for additional units pursuant to your over-subscription privilege:
(b) I apply for ______ units x $10.00 = $ ________
(No. of units) (subscription price) (payment)
(c) Total Amount of Payment Enclosed = $ __________
METHOD OF PAYMENT (CHECK ONE)
| ¨ | certified or personal check drawn against a U.S. bank payable to Continental Stock Transfer & Trust Company, the subscription rights agent (Note: Funds paid by an uncertified check may take five or more business days to clear); |
| ¨ | U.S. Postal money order payable to Continental Stock Transfer & Trust Company; or |
| ¨ | wire transfer of immediately available funds to the subscription account maintained by Continental Stock Transfer & Trust Company, as subscription rights agent, at _________; ABA # ______; Acct # ______; Reference: ______ |
FORM 2 - DELIVERY TO DIFFERENT ADDRESS
If you wish for the shares of our Series 1 Preferred Stock, as well as the Series 1 Warrants, underlying the units 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
I acknowledge that I have received the Prospectus for this rights offering and I hereby irrevocably subscribe for the number of units indicated above on the terms and conditions specified in the Prospectus.
| Signature of Owner |
| Signature of Joint Owner(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 Form 2.
SIGNATURE GUARANTEED:
|
(Name of Bank or Firm) |
| (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.
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 8/29/16 | None on these Dates | ||
| List all Filings | ||||