FOR VALUE RECEIVED hereby sells, assigns and transfers unto ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , -------------------- ---------- -------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------------------- ------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ----------------------------- Signature Signature Guaranteed:
FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: --------------------------- Signature Signature Guaranteed:
FOR VALUE RECEIVED hereby sells, assigns and transfers unto ---------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint----------- Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------------------ ------ ----------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. -------------------------------------------------------------------------------- CERTIFICATION The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To SANDISK CORPORATION The undersigned hereby irrevocably elects to exercise ------------- Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ----------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ---------------------------------------------------- (Please print name and address) Dated: , -------------------- ------ ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. Form of Reverse Side of Right Certificate-- continued -------------------------------------------------------------------------------- CERTIFICATION The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associat...
FOR VALUE RECEIVED hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:_______________________ Signature ___________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:_______________________ Signature ___________________ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: _______________ The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number:_________________________________________________ ________________________________________________ (Please print name and address) ________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________________________________________ _______________...
FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ----------------------------- ---------------------------------- Signature Signature Guaranteed: ----------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. -------------------------------------------------------------------------------- The undersigned hereby certifies that:
FOR VALUE RECEIVED hereby sells, assigns and transfers unto --------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ---------------------------- Attorney, to transfer the within right Certificate on the books of the within- named Company, with full power of substitution. Dated: , -------------------------- ------ ------------------------------ Signature (Signature must conform in all respects to the name of holder as written upon the face of this Right Certificate, without alteration or enlargement or any change whatsoever.)
FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all rights, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: STALWART TANKERS INC. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Certificate to purchase the number of one one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (...
FOR VALUE RECEIVED. Borrower promises to pay to the order of Lender at 333 Earle Ovington Boulevard, Unioxxxxx, Xxx Xxxx 00553, or such other place as may be designated by written notice to Borrower from or on behalf of Lender the principal sum of Thirty Million and no/100 Dollars (US $30,000,000.00) on the Maturity Date (as defined the Loan Agreement (as defined below), or such later date as extended to in accordance with the terms of the Loan Agreement. Borrower also promises to pay interest on the unpaid principal balance of this Note, for the period any principal is outstanding under this Note, at the office specified above, at the time and rate per annum specified in the Loan Agreement. Any amount of principal or interest due and payable pursuant to this Note which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extension. All payments on this Note shall be made in lawful money of the United States of America in immediately available funds. Reference is made to the Loan Agreement dated December __, 2005 between Borrower and Lender ("Loan Agreement"). This Note is the Promissory Note referenced in the Loan Agreement and evidences the Loan made by Lender to Borrower pursuant to the Loan Agreement. All capitalized terms used in this Note which are not defined in this Note shall have the meaning specified for such term in the Loan Agreement. The Loan Agreement provides for the acceleration of the maturity of the Loan upon the occurrence of an Event of Default and for prepayments on the terms and conditions set forth in such Loan Agreement. Borrower hereby waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note. This Note shall be governed by, and interpreted and construed in accordance with, the laws of the state of New York, without regard to its conflicts of law provisions.
FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------------------- (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________, Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:____________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Signature:________________ Certificate.) ________________________________ (Insert Social Security or Other Identifying Number of Assignee)
