Exhibit
10.13
NEITHER.
THIS WARRANT NOR. THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES
LAW. THE COMPANY WILL NOT TRANSFER THIS WARRANT, OR ANY SHARES
OF COMMON SHARES ISSUABLE UPON EXERCISE, UNLESS (i) THERE IS
AN EFFECTIVE REGISTRATION COVERING THIS WARRANT OR SHARES
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (ii) IT
FIRST RECEIVES AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND
SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE
PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT
AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE
TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE
ACT.
Warrant Holder: «Name»
Dated: ________, 2008
For the Purchase of «Warrant» Shares of Common
Stock
No. «Number»
WARRANT FOR THE PURCHASE OF
SHARES OF COMMON STOCK OF
SMARTHEAT INC.
Expiring Three Years from the Date Hereof
FOR
VALUE RECEIVED, SmartHeat Inc. ("Company"), hereby certifies
that the Warrant Holder specified above, or his registered
assigns ("Registered Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company on or
before the third anniversary of the date hereof, that number
of shares of Common Stock, $.001 par value, of the Company
("Common Stock") set forth above, at a purchase price equal to
$6.00 per share (as may be adjusted as provided below) upon
the terms and conditions set forth herein. The number of
shares of Common Stock purchasable upon exercise of this
Warrant, and the purchase price per share, each as adjusted
from time to time pursuant to the provisions of this Warrant,
are hereinafter referred to as the "Warrant Shares" and the
"Exercise Price," respectively.
1.
Registration of
Transfers and Exchanges.
(i)
The Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly
completed and signed, to the Transfer Agent or to the Company,
provided, however, that the Holder shall not make any
transfers to any transferee pursuant to this Section for the
right to acquire less than 50,000 Warrant Shares (or the
balance of the Warrant Shares to which this Warrant relates).
Upon any such registration or transfer, a new warrant to
purchase Common Stock, in substantially the form of this
Warrant (any such new warrant, a "New Warrant"), evidencing
the portion of this Warrant so transferred shall be issued to
the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be
issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the
acceptance of such transferee of all of the rights and
obligations of a holder of a Warrant.
(ii)
This Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company for one or more New
Warrants, evidencing in the aggregate the right to purchase
the number of Warrant Shares which may then be purchased
hereunder. Any such New Warrant will be dated the date of such
exchange.
2.
Exercise.
(i)
Procedure for Exercise. Subject to the conditions and terms
set forth herein, this Warrant may be exercised by the Registered
Holder ("Conversion Right"), in whole or in part, by the surrender
of this Warrant (with the Notice of Exercise Form attached hereto
as Exhibit 1 duly executed by such Registered Holder) at the
principal office of the Company, or at such other office or agency
as the Company may designate, accompanied by payment in full, in
lawful money of the United States, of an amount equal to the then
applicable Exercise Price multiplied by the number of Warrant
Shares then being purchased upon such exercise.
(ii)
Exercise of Conversion Right. Subject to the terms and
conditions set forth herein, the Conversion Right may be exercised
by the Holder on any business day by delivering to the Company the
Warrant with a duly executed Notice of Exercise Form attached
hereto as Exhibit 1 with the conversion section completed by
specifying the total number of shares of Common Stock the
Registered Holder will purchase pursuant to such
conversion.
(iii)
Date of Exercise. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of
business on the day on which this Warrant shall have been
surrendered to the Company. At such time, the person or persons in
whose name or names any certificates for Warrant Shares shall be
issuable upon such exercise shall be deemed to have become the
holder or holders of record of the Warrant Shares represented by
such certificates.
(iv)
Issuance of Certificate. As soon as practicable after the
exercise of the purchase right represented by this Warrant, the
Company at its expense will cause to be issued in the name of, and
delivered to, the Registered Holder, or, subject to the terms and
conditions hereof, to such other individual or entity as such
Holder (upon payment by such Holder of any applicable transfer
taxes) may direct:
(a)
a
certificate or certificates for the number of full shares of
Warrant Shares to which such Registered Holder shall be entitled
upon such exercise plus, in lieu of any fractional share to which
such Registered Holder would otherwise be entitled, cash in an
amount determined pursuant to Section 4 hereof, and
(b)
in
case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, stating on the face or faces
thereof the number of shares currently stated on the face of this
Warrant minus the number of such shares purchased by the Registered
Holder upon such exercise as provided in subsection 2(i)
above.
(v)
Exercise of
Warrant. The Warrant may be exercised in whole or from
time to time in part on or prior to the third anniversary of
the date hereof, as first set forth above.
3.
Adjustments.
(i)
Split, Subdivision or Combination of Shares. If, at any time
while this Warrant remains outstanding and unexpired, the
outstanding shares of the Company's Common Stock shall be
subdivided or split into a greater number of shares, or a dividend
in Common Stock shall be paid in respect of Common Stock, the
Exercise Price in effect immediately prior to such subdivision or
at the record date of such dividend shall, simultaneously with the
effectiveness of such subdivision or split or immediately after the
record date of such dividend (as the case may be), shall be
proportionately decreased. If the outstanding shares of Common
Stock shall be combined or reverse-split into a smaller number of
shares, the Exercise Price in effect immediately prior to such
combination or reverse split shall, simultaneously with the
effectiveness of such combination or reverse split, be
proportionately increased. When any adjustment is required to be
made in the Exercise Price, the number of shares of Warrant Shares
purchasable upon the exercise of this Warrant shall be changed to
the number determined by dividing (i) an amount equal to the number
of shares issuable upon the exercise of this Warrant immediately
prior to such adjustment, multiplied by the Exercise Price in
effect immediately prior to such adjustment, by (ii) the Exercise
Price in effect immediately after such adjustment.
(ii)
Reclassification, Reorganization, Consolidation or Merger.
In the case of any reclassification of the Common Stock (other than
a change in par value or a subdivision or combination as provided
for in subsection 3(i) above), or any reorganization, consolidation
or merger of the Company with or into another corporation (other
than a merger or reorganization with respect to which the Company
is the continuing corporation and which does not result in any
reclassification of the Common Stock), or a transfer of all or
substantially all of the assets of the Company, or the payment of a
liquidating distribution then, as part of any such reorganization,
reclassification, consolidation, merger, sale or liquidating
distribution, lawful provision shall be made so that the Registered
Holder of this Warrant shall have the right thereafter to receive
upon the exercise hereof, the kind and amount of shares of stock or
other securities or property which such Registered Holder would
have been entitled to receive if, immediately prior to any such
reorganization, reclassification, consolidation, merger, sale or
liquidating distribution, as the case may be, such Registered
Holder had held the number of shares of Common Stock which were
then purchasable upon the exercise of this Warrant. In any such
case, appropriate adjustment (as reasonably determined by the Board
of Directors o
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