Form of Rights Certificate
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 | ||||||||
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| 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. | ||||||||
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| (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT: | ||||||||
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| I apply for shares x $0.50 | = | $ | ||||||
| (no. of new shares) (subscription price) |
| (amount enclosed) | ||||||
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| (b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE | ||||||||
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| 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) | ||||||
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| (c) Total Amount of Payment Enclosed | = | $ | ||||||
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| METHOD OF PAYMENT (CHECK ONE) | ||||||||
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| 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. | |||||||
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| FORM 2-DELIVERY TO DIFFERENT ADDRESS | ||||||||
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| 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.
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| FORM 3-SIGNATURE | ||||||||
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| 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.
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| Signature(s): |
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| 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. | ||||||||
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| FORM 4-SIGNATURE GUARANTEE | ||||||||
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| This form must be completed if you have completed any portion of Form 2. | ||||||||
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| Signature Guaranteed: |
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| (Name of Bank or Firm) |
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| By: |
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| (Signature of Officer) |
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| 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 ###-###-####.
