FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • December 7th, 2016 • Cemtrex Inc • Measuring & controlling devices, nec • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Cemtrex, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Company’s Form S-1 registration statement (File No. 333-213369) filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 29, 2016, as amended, to subscribe for and purchase up to an aggregate of 1,500,000 units (the “Units”), each consisting of one share of the Company’s series 1 preferred stock (the “Rights Shares”) and two series 1 warrants (the “Warrants”) each to purchase one share of the Company’s Common Stock, at a subscription price of $10.00 per Unit (the “Subscription Price”).
FORM OF SERIES 1 WARRANT TO PURCHASE COMMON STOCK CEMTREX, INC.Cemtrex Inc • December 7th, 2016 • Measuring & controlling devices, nec • Delaware
THIS SERIES 1 WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cemtrex, Inc., a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock, subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued as part of a unit, each unit consisting of one share of the Company’s Series 1 Preferred Stock (“Series 1 Preferred”) and two Warrants. The purchase price of one share of Common Stock under this Warrant shall be equal to $___ (“Exercise Price”).
