Common use of NOTICE OF EXERCISE Clause in Contracts

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.

Appears in 4 contracts

Samples: Lifesciences Opportunities Inc, Lifesciences Opportunities Inc, Lifesciences Opportunities Inc

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NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5__________________________ __________________________ Attention _________, 2007 and _______________ Facsimile: (2____) encloses a cash payment _____-______ Please be advised that I hereby elect to exercise my option to purchase shares of ___________, pursuant to the Stock Option Agreement dated __________________. Number of Shares to Be Purchased: _______________ Multiplied by: Purchase Price Per Share $______________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: Total Purchase Price $_______________ Please check the payment method below: ____ Enclosed is a check for the total purchase price above. ____ Wire transfer sent on _____________, 20__. Please contact me as soon as possible to discuss the possible payment of withholding taxes and any other documents we may require. Name of Option Holder (Please Print): ________________________________ Address of Option Holder ________________________________________________________________ Warrant Holder NameTelephone Number of Option Holder: __________________________________________________________ Taxpayer Identification NumberSocial Security Number of Option Holder: ____________________________________________________ ByIf the certificate is to be issued to person other than the Option Holder, please provide the following for such person: _________________________________________________ (Name) ________________________________ Printed Name: _________________________________(Address) ________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly (Telephone Number) ________________________________ (Social Security Number) In connection with the name on issuance of the face of this Warrant or with the name of assignee appearing in assignment form below. ANDCommon Stock, if said number of shares shall the Common Stock may not be less than immediately publicly sold, I hereby represent to the total number of shares purchasable under Company that I am acquiring the WarrantCommon Stock for my own account for investment and not with a view to, or for resale in connection with, a new Warrant is to be issued in the name of said undersigned for the balance remaining distribution of the shares purchasable thereunder less any fraction within the meaning of the Securities Act of 1933 (the “Securities Act”). I am______ am not ______ [please initial one] an accredited investor for at least one of the reasons on the attached Exhibit A. If the SEC has amended the rule defining the definition of accredited investor, the new provisions shall be applicable. I acknowledge that as a share paid condition to exercise the Options, the Company may request updated information regarding the Holder’s status as an accredited investor. My exercise of the Options shall be in cash compliance with the applicable exemptions under the Securities Act and delivered to the address stated above.applicable state law. ________________________________ Dated: _________________ Signature of Option Holder

Appears in 4 contracts

Samples: Non Qualified Stock Option Agreement (Aspen Group, Inc.), Non Qualified Stock Option Agreement (Aspen Group, Inc.), Non Qualified Stock Option Agreement (Aspen Group, Inc.)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5July 20, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such UnitsUnitss. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.. ASSIGNMENT FORM To be executed by the Warrant Holder In order to Assign Warrants FOR VALUE RECEIVED,____________________________________ hereby sell, assigns and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (Please print or type name and address) ______________________ of the Warrants represented by this Warrant, and hereby irrevocably constitutes and appoints ________________________ Attorney to transfer this Warrant on the books of the Company, with full power of substitution in the premises. Dated: (Signature of Registered Holder) In addition to executing this Assignment Form, the Warrant Holder and the transferee must comply with the other requirements for transfer set forth in Sections 6 and 7 of the Warrant. CERTIFICATION OF STATUS OF TRANSFEREE TO BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT The undersigned transferee hereby certifies to the registered holder of this Warrant and to DR. TATTOFF, LLC that the transferee is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. Dated: (Signature of Transferee)

Appears in 3 contracts

Samples: Dr. Tattoff, Inc., Lifesciences Opportunities Inc, Lifesciences Opportunities Inc

NOTICE OF EXERCISE. To Be Executed by (Complete and sign only upon exercise of the Common Stock Purchase Warrant Holder In Order in whole or in part.) To: EVO Transportation & Energy Services, Inc. The undersigned, the holder of the attached Common Stock Purchase Warrant to which this Notice of Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: applies (1) irrevocably subscribes for and offers to purchase _______ Units (the UnitsWarrant”), of DrTattoff, LLC, hereby irrevocably elects to exercise pursuant to Section 2.1 of the Warrant No. ___ heretofore issued and to __________purchase _________ on October 5shares of Common Stock, 2007 from EVO Transportation & Energy Services, Inc. and (2) encloses a cash herewith makes payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder therefor in cash or by certified or official bank check. The undersigned hereby requests that such securities be issued in the name(s) and delivered to the address(es) as follows: Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ______________________________________________________________________ Social Security Number: __________________________________________________________ NoteDeliver to: The above signature should correspond exactly with _____________________________________________________________________ Address: ______________________________________________________________________ If the name on foregoing evidences an exercise of the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less to purchase fewer than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining all of the shares purchasable thereunder less any fraction of Common Stock to which the undersigned is entitled under such warrant, please issue a share paid in cash and delivered new warrant, of like tenor, relating to the address stated above.remaining portion of the securities issuable upon exercise of such warrant in the name(s), and deliver the same to the address(es), as follows: Name: ________________________________________________________________________ Address: ______________________________________________________________________ Dated: ________________________________________________________________________ (Name of Warrant Holder) (Social Security or Taxpayer Identification Number of Warrant Holder, if applicable)

Appears in 3 contracts

Samples: EVO Transportation & Energy Services, Inc., EVO Transportation & Energy Services, Inc., EVO Transportation & Energy Services, Inc.

NOTICE OF EXERCISE. (To Be Executed be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Stock Purchase Warrant) To X.X. XXXXXXXX & CO., INC.: In accordance with the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxxenclosed with this Notice of Exercise, LLC The the undersigned hereby: (1) hereby irrevocably subscribes for and offers elects to purchase _______ Units (“Units”)shares of common stock, $0.01 par value per share, of DrTattoffX.X. XXXXXXXX & CO., LLC, pursuant to Warrant NoINC. ___ heretofore issued to ____________(the "Common Stock") and encloses herewith $_______ on October 5in cash, 2007 and (2) encloses a cash payment of $__________ representing certified or official bank check or checks, which sum represents the aggregate exercise price Exercise Price (as defined in the Stock Purchase Warrant) for such Units. The the number of shares of Common Stock to which this Notice of Exercise relates together with any applicable taxes payable by the undersigned hereby represents and warrants pursuant to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Stock Purchase Warrant. The undersigned understands that requests the certificates for the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, of Common Stock issuable upon this exercise in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements name of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ___________________________________________________________. XXXXX INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------- ------------------------------------------------------------------------------- (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Stock Purchase Warrant, the undersigned requests that a new Stock Purchase Warrant evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ------------------------------------------------------------------------------- (Please print name and address) Dated:_____________ Warrant Holder Name of Xxxxxx: -------------------------------------- (Print) By: ----------------------------------- Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the (Signature must conform in all respects to name of holder as specified on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Stock Purchase Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.)

Appears in 2 contracts

Samples: Leighton John P, Meyerson M H & Co Inc /Nj/

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5July 23, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.

Appears in 2 contracts

Samples: Lifesciences Opportunities Inc, Lifesciences Opportunities Inc

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________________________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: __________________________ Attention _________, _______________ Facsimile: (____) _____-______ Please be advised that I hereby elect to exercise my option to exercise ___________ shares of Stock Appreciation Rights, pursuant to the Stock Appreciation Rights Agreement dated ____________, 2012. Please contact me as soon as possible to discuss the possible payment of withholding taxes and any other documents we may require. Name of Holder (Please Print): ________________________________ Address of Holder ________________________________________________________________ Warrant Holder NameTelephone Number of Holder: __________________________________________________________ Taxpayer Identification NumberSocial Security Number of Holder: ____________________________________________________ ByIf the certificate is to be issued to person other than the Holder, please provide the following for such person: _________________________________________________ (Name) ________________________________ Printed Name: _________________________________(Address) ________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly (Telephone Number) ________________________________ (Social Security Number) In connection with the name on issuance of the face of this Warrant or with the name of assignee appearing in assignment form below. ANDCommon Stock, if said number of shares shall the Common Stock may not be less than immediately publicly sold, I hereby represent to the total number of shares purchasable under Company that I am acquiring the WarrantCommon Stock for my own account for investment and not with a view to, or for resale in connection with, a new Warrant is to be issued in the name of said undersigned for the balance remaining distribution of the shares purchasable thereunder less any fraction within the meaning of the Securities Act of 1933 (the “Securities Act”). I am______ am not ______ [please initial one] an accredited investor for at least one of the reasons on the attached Exhibit A. If the SEC has amended the rule defining the definition of accredited investor, I acknowledge that as a share paid condition to exercise the securities, the Company may request updated information regarding the Holder’s status as an accredited investor. My exercise of the securities shall be in cash compliance with the applicable exemptions under the Securities Act and delivered to the address stated above.applicable state law. ________________________________ Dated: _________________ Signature of Holder Exhibit A

Appears in 2 contracts

Samples: Stock Appreciation Rights Agreement (GelTech Solutions, Inc.), Stock Appreciation Rights Agreement (GelTech Solutions, Inc.)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5__________________________ __________________________ Attention _________, 2007 and _______________ Facsimile: (2____) encloses a cash payment _____-______ Please be advised that I hereby elect to exercise my option to purchase shares of ___________, pursuant to the Stock Option Agreement dated __________________. Number of Shares to Be Purchased: _______________ Multiplied by: Purchase Price Per Share $______________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: Total Purchase Price $_______________ Please check the payment method below: ____ Enclosed is a check for the total purchase price above. ____ Wire transfer sent on _____________, 20__. Please contact me as soon as possible to discuss the possible payment of withholding taxes and any other documents we may require. Name of Option Holder (Please Print): ________________________________ Address of Option Holder ________________________________________________________________ Warrant Holder NameTelephone Number of Option Holder: __________________________________________________________ Taxpayer Identification NumberSocial Security Number of Option Holder: ____________________________________________________ ByIf the certificate is to be issued to person other than the Option Holder, please provide the following for such person: _________________________________________________ (Name) ________________________________ Printed Name: _________________________________(Address) ________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly (Telephone Number) ________________________________ (Social Security Number) In connection with the name on issuance of the face of this Warrant or with the name of assignee appearing in assignment form below. ANDCommon Stock, if said number of shares shall the Common Stock may not be less than immediately publicly sold, I hereby represent to the total number of shares purchasable under Company that I am acquiring the WarrantCommon Stock for my own account for investment and not with a view to, or for resale in connection with, a new Warrant is to be issued in the name of said undersigned for the balance remaining distribution of the shares purchasable thereunder less any fraction within the meaning of the Securities Act of 1933 (the “Securities Act”). I am______ am not ______ [please initial one] an accredited investor for at least one of the reasons on the attached Exhibit A. If the SEC has amended the rule defining the definition of accredited investor, I acknowledge that as a share paid condition to exercise the Options, the Company may request updated information regarding the Holder’s status as an accredited investor. My exercise of the Options shall be in cash compliance with the applicable exemptions under the Securities Act and delivered to the address stated above.applicable state law. ________________________________ Dated: _________________ Signature of Option Holder Exhibit A

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (GelTech Solutions, Inc.), Non Qualified Stock Option Agreement (GelTech Solutions, Inc.)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. XxxxxxxMR3 SYSTEMS, LLC INC. The undersigned hereby: (1) irrevocably subscribes for and offers hereby elects to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment shares of $__________ representing Stock (the aggregate exercise “Shares”) of MR3 Systems, Inc., a Delaware corporation (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such Unitspursuant to the terms of the Warrant. The undersigned hereby represents and warrants Attached as Exhibit A is an investment representation letter addressed to the Company that it is an “Accredited Investor” within and executed by the meaning undersigned as required by Section 10 of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice Please issue certificates representing the Common Stock purchased hereunder in the names and in the denominations indicated on Exhibit A attached hereto. Please issue a new Warrant for the unexercised portion of exercise signature page] Datethe attached Warrant, if any, in the name of the undersigned. Dated: ______________________________________ ________________________________________ Name:_________________________________________ Title:__________________________________________ Warrant Holder NameEXHIBIT B STOCK PURCHASE AND LOAN OPTION AGREEMENT NET ISSUANCE ELECTION NOTICE To: MR3 SYSTEMS, INC. Date:_____________ The undersigned hereby elects under Section 2 of the attached Warrant to surrender the right to purchase ___________ shares of ___________ Stock (the “Shares”) pursuant to the attached Warrant. The Certificate(s) for the Shares issuable upon such net issuance election shall be issued in the name of the undersigned or as otherwise indicated below. Attached as Exhibit A is an investment representation letter addressed to the Company and executed by the undersigned as required by Section 12 of the Warrant. Please issue certificates representing the Shares purchased hereunder in the names and in the denominations indicated on Exhibit A attached hereto. Please issue a new Warrant for the unexercised portion of the attached Warrant, if any, in the name of the undersigned. ___________________________ Taxpayer Identification Number: _________________________Signature ___________________________ By: _____________________________________________________Name for Registration ___________________________ Printed NameMailing Address EXHIBIT B STOCK PURCHASE AND LOAN OPTION AGREEMENT EXHIBIT A-1 To: ________________________________________________________MR3 SYSTEMS, INC. In connection with the purchase by the undersigned of _________ Title: shares of Common Stock (the “Shares”) of MR3 Systems, Inc., a Delaware corporation (the “Company”), upon exercise of that certain Warrant dated as of ________________________________________________________________________ Address: ________________________________________________________________________ Note, 2005, the undersigned hereby represents and warrants as follows: The above signature should correspond exactly Shares to be received by the undersigned upon exercise of the Warrant are being acquired for its own account, not as a nominee or agent, and not with a view to resale or distribution of any part thereof, and the name on undersigned has no present intention of selling, granting any participation in, or otherwise distributing the face of this Warrant same. The undersigned further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to the name of assignee appearing in assignment form belowShares. AND, if said number of shares shall be less than The undersigned believes it has received all the total number of shares purchasable information it considers necessary or appropriate for deciding whether to purchase the Shares. The undersigned understands that the Shares are characterized as “restricted securities” under the Warrantfederal securities laws inasmuch as they are being acquired from the Company in transactions not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, a new Warrant as amended (the “Act”), only in certain limited circumstances. In this connection, the undersigned represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. Without in any way limiting the representations set forth above, the undersigned agrees not to be issued in the name make any disposition of said undersigned for the balance remaining all or any portion of the shares purchasable thereunder less any fraction of Shares unless and until: There is then in effect a share paid registration statement under the Act covering such proposed disposition and such disposition is made in cash and delivered to the address stated above.accordance with such registration statement; or

Appears in 1 contract

Samples: Stock Purchase and Loan Option Agreement (Mr3 Systems Inc)

NOTICE OF EXERCISE. To Be Executed by This Notice of Exercise shall constitute proper notice pursuant to Section 1.8 of that certain Stock Option Agreement (the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1"Agreement") irrevocably subscribes for and offers to purchase dated as of _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued ___, 200___, between True Religion Apparel, Inc. (the "Company") and the undersigned. The undersigned hereby elects to exercise Optionee's option to purchase ____________________ on October 5shares of the common stock of the Company at a price of US$_____ per share, 2007 and (2) encloses a cash payment for aggregate consideration of $US$__________ , on the terms and conditions set forth in the Agreement and the Plan. Such aggregate consideration, in the form specified in Section 1.8 of the Agreement, accompanies this notice. The Optionee hereby directs the Company to issue, register and deliver the certificates representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants shares as follows: Registration Information: Delivery Instructions: Name to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely appear on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: certificates Name Address Address Telephone Number DATED at ____________________________________, the ________ day of _____________________, _______. _________________________________________ Warrant Holder Name: _________________(Name of Optionee - Please type or print) _________________________________________ Taxpayer Identification Number: ___________(Signature and, if applicable, Office) _________________________________________ By: _______________________________________(Address of Optionee) _________________________________________ Printed Name: ________________________(City, State, and Zip Code of Optionee) _________________________________________ Title(Fax Number) EXHIBIT B ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Agreement. The Optionee covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined by Regulation D promulgated under the 1933 Act, as indicated below: __________________________________________________________________(Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Optionee satisfies) ______ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with Category 1 An organization described in Section 501(c)(3) of the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the WarrantUnited States Internal Revenue Code, a new Warrant is to be issued in the name of said undersigned corporation, a Massachusetts or similar business trust or partnership, not formed for the balance remaining specific purpose of acquiring the shares purchasable thereunder less any fraction Units, with total assets in excess of a share paid in cash and delivered to the address stated above.US $5,000,000;

Appears in 1 contract

Samples: Employee Stock Option and Subscription Agreement (True Religion Apparel Inc)

NOTICE OF EXERCISE. To Be Executed by This Notice of Exercise shall constitute proper notice pursuant to Section 1.8 of that certain Stock Option Agreement (the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx"Agreement") dated as of December 16, LLC 2004, between Bulldog Technologies Inc. (the "Company") and the undersigned. The undersigned hereby: (1) irrevocably subscribes for and offers hereby elects to exercise Optionee's option to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5shares of the common stock of the Company at a price of US$1.60 per share, 2007 and (2) encloses a cash payment for aggregate consideration of $US$__________ _____, on the terms and conditions set forth in the Agreement and the Plan. Such aggregate consideration, in the form specified in Section 1.8 of the Agreement, accompanies this notice. The Optionee hereby directs the Company to issue, register and deliver the certificates representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, shares as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Datefollows: Registration Information: Delivery Instructions: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________Name to appear on certificates Name ________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________Address Address ________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with ________________________________________ Telephone Number DATED at ____________________________________, the name on the face ________ day of this Warrant __________________, _______. ________________________________________ (Name of Optionee - Please type or with the name of assignee appearing in assignment form below. ANDprint) ________________________________________ (Signature and, if said number applicable, Office) ________________________________________ (Address of shares shall be less than Optionee) ________________________________________ (City, State, and Zip Code of Optionee) ________________________________________ (Fax Number) EXHIBIT B ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the total number meanings ascribed thereto in the Agreement. The Optionee covenants, represents and warrants to the Company that it satisfies one or more of shares purchasable the categories of "Accredited Investors", as defined by Regulation D promulgated under the Warrant1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Optionee satisfies) ______ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a new Warrant is to be issued in the name of said undersigned corporation, a Massachusetts or similar business trust or partnership, not formed for the balance remaining specific purpose of acquiring the shares purchasable thereunder less any fraction Units, with total assets in excess of a share paid in cash and delivered to the address stated above.US $5,000,000;

Appears in 1 contract

Samples: Option and Subscription Agreement (Bulldog Technologies Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) hereby irrevocably subscribes for and offers elects to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________exercise ________ on October 5of the Warrants represented by this Warrant Certificate and purchase the whole number of shares issuable and deliverable upon exercise of such Warrants, 2007 and (2) encloses a cash herewith tenders payment of $__________ representing the aggregate exercise price for such Unitsshares in accordance with the terms of the Warrant Agreement. The undersigned hereby represents directs that the certificate or certificates for the shares issuable and warrants deliverable upon exercise, together with any check in payment for fractional shares and any Warrant Certificate representing any unexercised Warrants represented by this Warrant Certificate, be issued in the name of and delivered to the Company that it undersigned, unless a different name is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the sameindicated below. The undersigned further represents that it does not have will pay any contract, agreement, understanding transfer taxes or arrangement other governmental charge payable with respect to any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only to be sold pursuant to an effective and current registration statement under issued in the Securities Act name of a person other than the undersigned. INSTRUCTIONS FOR REGISTRATION OF SHARES (please typewrite or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(sprint) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ______________________________________________________________ Social Security or Other Taxpayer Identification Number: ______________ Dated: ____________________ Signature: ___________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the Signature must conform to name of assignee Holder appearing in assignment form below. AND, on face hereof) Signature must be guaranteed by a member of an accepted medallion guarantee program if said number shares of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is Common Stock are to be issued issued, or Warrant Certificate(s) are to be delivered, other than to and in the name of said undersigned the Holder. ______________________ Signature Guarantee Fill in for the balance remaining registration of the shares purchasable thereunder less any fraction of a share paid in cash Common Stock and delivered Warrant Certificate(s) if to be issued otherwise than to the Holder: ____________________________________ Social Security or other (Name) Taxpayer Identification Number: ____________________________________ ______________________________ (Name) ____________________________________ ______________________________ Please print name and address stated above.(including zip code) EXHIBIT B TRANSFER INSTRUCTION RE: ARBOR REALTY TRUST, INC. WARRANTS Reference is made to the Warrant Agreement dated as of July 1, 2003, relating to the Warrants (the "Agreement"). This Instruction and Certification relates to Warrants held by ___________________________ (the "Transferor/Holder"). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement. Instruction of Transfer or Exchange (to be completed whether or not the Warrants to be transferred or exchanged are Transfer Restricted Warrants)

Appears in 1 contract

Samples: Warrant Agreement (Arbor Realty Trust Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. CORUS PHARMA, INC. 0000 0xx Xxxxxx, Xxxxx 000 Xxxxxxx, LLC The undersigned herebyXX 00000 Ladies and Gentlemen: (1) irrevocably subscribes for and offers This constitutes notice under my stock option that I elect to purchase the number of shares (the “Purchased Shares”) for the price set forth below. Type of option (check one): _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to / ISO ___________________ on October 5, 2007 and (2) encloses a cash payment / Nonstatutory Option Date of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] DateStock Option: ________________________________________________ Number of Purchased Shares: _________________________ Warrant Holder NameCertificates to be Issued in the Name of: __________________________________ Total Exercise Price $_________________________ Taxpayer Identification NumberCash Payment Delivered Herewith: ___________________________$_________________________ By: _______________________________________________________Promissory Note delivered herewith (only applicable if approved by the Company): $_________________________ Printed NameFair Market Value of shares of Stock delivered herewith: ________________________________________$_________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with By this exercise, the name on undersigned Optionee (and Optionee’s spouse, if Optionee is married) agree(s) (i) to provide and/or execute and deliver to the face Company such additional documents as the Company may require pursuant to the terms of the Corus Pharma, Inc. 2001 Stock Plan (the “Plan”), including, without limitation, a stock purchase agreement in form and substance satisfactory to the Company, (ii) to provide for the payment by me to the Company (in the manner designated by me as permitted under the Plan and my option agreement) of my withholding obligation, if any, relating to the exercise of this Warrant or with option, and (iii) if this exercise relates to an incentive stock option (“ISO”), to notify the name Company in writing prior to any disposition of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining any of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to Common Stock issued upon exercise of this option that occurs within two (2) years after the address stated above.date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. Very truly yours, Signature of Optionee Date Signature of Optionee’s Spouse Date

Appears in 1 contract

Samples: Stock Option Agreement (Gilead Sciences Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In in Order to Exercise Warrants the Series T Common Stock Purchase Warrant TO: Dr. XxxxxxxSolarWindow Technologies, LLC Inc. 0000 Xxxx Xxxx Xxxx. Xxxxx 000-X Xxxxxxxxxx, XX 00000 Attention: President and Chief Executive Officer The undersigned hereby: (1) irrevocably subscribes for and offers Holder hereby elects to purchase ________ Units (“Units”), of DrTattoff, LLC, Shares pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)attached Series T Common Stock Purchase Warrant, and is acquiring these requests that certificates for securities for its own account and not with a view to, or for sale be issued in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Datename of: __________________________________ __________________________________ __________________________________ (Please type or print name and address) __________________________________ (Social Security or Tax Identification Number) and to be delivered to: ________________________. __________________________________________ (Please type or print name and address if different from above) If such number of Shares being purchased hereby shall not be all the Shares that may be purchased pursuant to the attached Warrant, a new Warrant for the balance of such Shares shall be registered in the name of, and delivered to, the Holder at the address set forth below. In full payment of the purchase price with respect to the Shares purchased and transfer taxes, if any, the undersigned hereby tenders payment of $__________ by check, money order or wire transfer payable in United States currency to the order of [________________]. HOLDER: By: Name: Title: Address: Dated: Annex B ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) TO: SolarWindow Technologies, Inc. 0000 Xxxx Xxxx Xxxx. Xxxxx 000-X Xxxxxxxxxx, XX 00000 Attention: President and Chief Executive Officer FOR VALUE RECEIVED, ____________ shares of the foregoing Series T Common Stock Purchase Warrant of SolarWindow Technologies, Inc., and all rights evidenced thereby are hereby assigned to: whose address is: (Print Name) (Address) (City, State, Zip) Dated:___, 20______ Holder’s Signature: Holder’s Address: Signature Guaranteed: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ NoteNOTE: The above signature should to this Assignment Form must correspond exactly with the name as it appears on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Series T Common Stock Purchase Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a new Warrant is bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to be issued in assign the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated aboveforegoing Series T Common Stock Purchase Warrant.

Appears in 1 contract

Samples: SolarWindow Technologies, Inc.

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such Units5 G WIRELESS COMMUNICATIONS INC. The undersigned hereby represents and warrants elects to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: _______________________________________________purchase _________________________ shares of Common Stock of 5 G WIRELESS COMMUNICATIONS, INC. ("Shares") pursuant to the terms of the attached Warrant Holder Name: ____________________________________Certificate, and (check the appropriate box): |_| tenders herewith payment for the purchase of ______________________ Taxpayer Identification Number: ______________________________shares of Common Stock; and/or |_| elects to exercise Net Issue Exercise, as provided in Section 2(b) of the Warrant Agreement, for the purchase of ______________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face shares of this Warrant or with the name of assignee appearing in assignment form belowCommon Stock. AND, if said number of shares shall be less than the total number of shares purchasable under In exercising the Warrant, a new Warrant is the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, or for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws. Please issue a certificate or certificates representing said shares of Common Stock in the name of said the undersigned or in such other name(s) as is specified below: --------------------------------------- --------------------------------------- --------------------------------------- Please issue a new Warrant Certificate for the balance remaining unexercised portion of the shares purchasable thereunder less any fraction attached Warrant Certificate in the name of a share paid the undersigned or in cash and delivered to the address stated above.such other name(s) as is specified below: --------------------------------------- --------------------------------------- HOLDER: ---------------------------------- ------------------------------------ Signature of Holder Date ---------------------------------- ------------------------------------ Printed Name of Holder Amount of Payment

Appears in 1 contract

Samples: Warrant Agreement (5 G Wireless Communications Inc)

NOTICE OF EXERCISE. To Be Executed by This Notice of Exercise shall constitute proper notice pursuant to Section 0 of that certain Stock Option Agreement (the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx"Agreement") dated as of December 16, LLC 2004, between Bulldog Technologies Inc. (the "Company") and the undersigned. The undersigned hereby: (1) irrevocably subscribes for and offers hereby elects to exercise Optionee's option to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5shares of the common stock of the Company at a price of US$1.60 per share, 2007 and (2) encloses a cash payment for aggregate consideration of $US$__________ _____, on the terms and conditions set forth in the Agreement and the Plan. Such aggregate consideration, in the form specified in Section 0 of the Agreement, accompanies this notice. The Optionee hereby directs the Company to issue, register and deliver the certificates representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, shares as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Datefollows: Registration Information: Delivery Instructions: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________Name to appear on certificates Name ________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________Address Address ________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with ________________________________________ Telephone Number DATED at ____________________________________, the name on the face ________ day of this Warrant __________________, _______. ________________________________________ (Name of Optionee - Please type or with the name of assignee appearing in assignment form below. ANDprint) ________________________________________ (Signature and, if said number applicable, Office) ________________________________________ (Address of shares shall be less than Optionee) ________________________________________ (City, State, and Zip Code of Optionee) ________________________________________ (Fax Number) EXHIBIT B ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the total number meanings ascribed thereto in the Agreement. The Optionee covenants, represents and warrants to the Company that it satisfies one or more of shares purchasable the categories of "Accredited Investors", as defined by Regulation D promulgated under the Warrant1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Optionee satisfies) ______ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a new Warrant is to be issued in the name of said undersigned corporation, a Massachusetts or similar business trust or partnership, not formed for the balance remaining specific purpose of acquiring the shares purchasable thereunder less any fraction Units, with total assets in excess of a share paid in cash and delivered to the address stated above.US $5,000,000;

Appears in 1 contract

Samples: Option and Subscription Agreement (Bulldog Technologies Inc)

NOTICE OF EXERCISE. (To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC be executed upon exercise of this Warrant) The undersigned hereby: (1) hereby irrevocably subscribes for and offers elects to exercise the right represented by this Warrant to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5shares of Common Stock, 2007 and herewith tenders to the Company as payment for such shares either (2a) encloses a cash payment the amount of $__________ representing or (b) ________ shares of Common Stock, in accordance with the aggregate exercise price for such Unitsterms of this Warrant. The undersigned hereby represents requests that a certificate for such shares be registered in the name of the undersigned and warrants that such certificates be delivered to the Company undersigned's address below. The undersigned represents that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated accredited and sophisticated investor (as defined in applicable rules and regulations under the Securities Act of 1933, as amended (the “Securities Act”amended), and that it is acquiring these securities such shares of Common Stock for its own account for investment and not with a view to, to or for sale in connection with, with any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] DateDated: _________________________________________ Signature ________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________(Print Name) ________________________________ By: ________________________________________________(Xxxxxx Xxxxxxx) ________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with (City) (State) (Zip Code) ================================================================================ ANNEX II --------------- DETERMINATION OF REVENUE This Annex II contains the name on criteria used to determine the face Vesting Multiplier for purposes of Section 2.4 of the Warrant issued by e-centives, Inc., a Delaware corporation (the "COMPANY"), in favor of Inktomi Corporation, a Delaware corporation (the "WARRANTHOLDER"), to which this Warrant or with Annex II is attached. Any capitalized term not defined in this Annex II shall have the name of assignee appearing meaning assigned to the term in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is . For the Vesting Multiplier to be issued in greater than 0, both the name of said undersigned for relevant Revenues Test and the balance remaining of Product Performance Test set forth below must be met during the shares purchasable thereunder less any fraction of a share paid in cash and delivered Warrant Period. Notwithstanding anything herein to the address stated abovecontrary, the Company agrees to operate the Business in good faith and will take no action to circumvent the Earnout.

Appears in 1 contract

Samples: E Centives Inc

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. XxxxxxxORAGENICS, LLC INC. The undersigned hereby: is the Holder of Warrant No. _____ (1the "Warrant") irrevocably subscribes for issued by Oragenics, Inc., a Florida Corporation (the "Company"). Capitalized terms used herein and offers not otherwise defined have the respective meanings set forth in the Warrant. The Warrant is currently exercisable to purchase a total of ______ Warrant Shares. The undersigned hereby exercises its right to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued Warrant Shares pursuant to the Warrant and delivers herewith the original Warrant certificate in accordance with the terms of the Warrant and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. Payment shall take the form of (check applicable box): [ ] in lawful money of the United States; or [ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1(b) of the Warrant, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(b) of the Warrant. The undersigned hereby requests that the Company issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: The Warrant Shares shall be delivered to the following: _________________________________ on October 5, 2007 and (2) encloses a cash payment of $_________________________________ representing the aggregate exercise price for such Units_________________________________ Accredited Investor. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention amended. Name of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements Holder: _________________________________________________________________ Signature of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy Authorized Signatory of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] DateHolder: ________________________________________________________________________ Warrant Holder NameName of Authorized Signatory: ______________________________________________________ Title of Authorized Signatory: ______________________________________________________________________ Taxpayer Identification NumberTelephone Number and E-Mail Address of Authorized Signatory: ______________________________________________________________________ ByDate: __________________________________________________________________________ (Signature must conform in all respect to the name of Holder as specified on the face of the Warrant.) ASSIGNMENT FORM (TO ASSIGN THE FOREGOING WARRANT, EXECUTE THIS FORM AND SUPPLY REQUIRED INFORMATION. DO NOT USE THIS FORM TO EXERCISE THE WARRANT.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby sold, assigned and transferred to _______________________________ Printed Name: whose address is ___________________________________________________________, and _______________________ Titleis hereby appointed attorney to transfer said rights on the books of Oragenics, Inc., with full power of substitution in the premises. Dated: ___________________________ Holder's Signature: _________________________________________ Holder's Address: ______________________________________ ______________________________________ Signature Guaranteed: ________________________________________________________________________ Address: ________________________________________________________________________ NoteNOTE: The above signature should to this Assignment Form must correspond exactly with the name as it appears on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a new Warrant is bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to be issued in assign the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated aboveforegoing Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Oragenics Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. XxxxxxxABTECH HOLDINGS, LLC INC. The undersigned hereby: (1) hereby irrevocably subscribes for and offers exercises the right to purchase _______________ Units (“Units”)shares of Common Stock of AbTech Holdings Inc., a Nevada corporation, evidenced by the attached Warrant, and tenders herewith payment of DrTattoffthe aggregate Exercise Price with respect to such shares in full, LLCin the amount of $__________, in cash, by certified or official bank check or by wire transfer for the account of the Company. The undersigned requests that stock certificates for such Warrant Shares be issued, and a Warrant representing any unexercised portion hereof be issued, pursuant to this Warrant, in the name of the registered Warrant NoHolder and delivered to the undersigned at the address set forth below. ___ heretofore issued to _________________________________ on October 5, 2007 and (2Name) encloses a cash payment of $___________________________________ representing (Signature) ___________________________________ (Address) ______________________________ Signature Date:__________________________ ASSIGNMENT FORM (To assign the aggregate foregoing warrant, execute this form and supply required information. Do not use this form to exercise price for such Units. The undersigned the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view assigned to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: whose address is __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed NameDated: ______________, Holder’s Signature: _____________________________ Holder’s Address: _____________________________ Signature Guaranteed: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ NoteNOTE: The above signature should to this Assignment Form must correspond exactly with the name as it appears on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a new Warrant is bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to be issued in assign the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.foregoing Warrant. APRIL 13, 2015 CREDIT AGREEMENT – EXHIBIT C INVESTOR QUESTIONNAIRE ABTECH HOLDINGS, INC. Confidential Investor Questionnaire To: AbTech Holdings, Inc.

Appears in 1 contract

Samples: Credit Agreement (Abtech Holdings, Inc.)

NOTICE OF EXERCISE. To Be Executed by To: Xxxxxx Xxxxxxx Living Omnimedia, Inc. Attn: Administrator of the Warrant Holder In Order Omnibus Stock and Option Compensation Plan Subject: Notice of Intention to Exercise Warrants TO: Dr. Xxxxxxx, LLC The Stock Option This Notice of Exercise constitutes official notice that the undersigned hereby: (1) irrevocably subscribes for and offers intends to exercise Optionee's option to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ____ heretofore issued shares of Xxxxxx Xxxxxxx Living Omnimedia, Inc. Common Stock, under and pursuant to the Company's Omnibus Stock and Option Compensation Plan (the “Plan”) and the Notice of Stock Option Grant and Stock Option Agreement (the “Agreement”) dated ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention follows: Number of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] DateShares: _________________________________________ Exercise Price per Share: ________________________________ Warrant Holder NameTotal Exercise Price: __________________________________________________________ Taxpayer Identification NumberMethod of Payment of Exercise Price: ________________________________ The shares should be registered in the name (s) of: __________________________ Byand __________________________.1 By signing below, I hereby agree to be bound by all of the terms and conditions set forth in the Plan and the Agreement. If applicable, proof of my right to purchase the shares pursuant to the Plan and the Agreement is enclosed.2 Dated: _________________________________________________ ________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________(Signature) (Signature)3 ________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly (Please Print Name) (Please Print Name) ________________________________ _____________________________ ________________________________ ______________________________ (Full Address) (Full Address) ________________________________ 1 If more than one name is listed, please specify whether the owners will hold the shares as community property or as joint tenants with the right of survivorship. 2 Applicable if someone other than the Optionee (e.g., a death beneficiary) is exercising the stock option. 3 Each person in whose name on shares are to be registered must sign this Notice of Exercise. EXHIBIT B XXXXXX XXXXXXX LIVING OMNIMEDIA, INC. OMNIBUS STOCK AND OPTION COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (the face “Agreement”) is made and entered into as of October 28, 2013 by and between Xxxxxx Xxxxxxx Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Xxxxxx Xxxxxx pursuant to the Xxxxxx Xxxxxxx Living Omnimedia, Inc. Omnibus Stock and Option Compensation Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan, which is attached to, and made a part of, this Agreement. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Warrant or with Agreement, the name Plan terms and provisions shall prevail. In consideration of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is mutual agreements herein contained and intending to be issued in legally bound hereby, the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.parties agree as follows:

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Martha Stewart Living Omnimedia Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5July 20, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such UnitsUnitss. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. Exhibit 10.18 [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.:

Appears in 1 contract

Samples: Lifesciences Opportunities Inc

NOTICE OF EXERCISE. To Be Executed by This Notice of Exercise shall constitute proper notice pursuant to Section 5 of that certain Stock Option Agreement (the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1“Agreement”) irrevocably subscribes for and offers to purchase dated as of the ____ day of _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued _____, 2011, between the Company and the undersigned. The undersigned hereby elects to _exercise Optionee’s option to purchase __________________ on October 5shares of the common stock of the Company at a price of $_______ per share, 2007 and (2) encloses a cash payment for aggregate consideration of $__________ representing _, on the terms and conditions set forth in the Agreement and the Plan. Such aggregate exercise price for such Unitsconsideration, in the form specified in Section 5 of the Agreement, accompanies this notice. The undersigned hereby represents and warrants to reconfirms the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties set out in issuing the securities underlying Agreement as of the Warrantdate hereof. [warrant notice of exercise signature page] DateThe Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows: Registration Information: Delivery Instructions: Name to appear on certificates Name Address Address Telephone Number DATED at _____________________________, the _______ day of _____________________, ______________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face . (Name of this Warrant Optionee – Please type or with the name of assignee appearing in assignment form below. ANDprint) (Signature and, if said number applicable, Office) (Address of shares shall be less than Optionee) (Address of Optionee) (Fax Number) EXHIBIT B NATIONAL INSTRUMENT 45-106 QUESTIONNAIRE REQUIRED FOR CANADIAN OPTIONEES ONLY All capitalized terms herein, unless otherwise defined, have the total number of shares purchasable under the Warrant, a new Warrant is to be issued meanings ascribed thereto in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash Option Agreement. The Optionee covenants, represents and delivered warrants to the address stated above.Company that:

Appears in 1 contract

Samples: Stock Option Agreement (Titan Iron Ore Corp.)

NOTICE OF EXERCISE. To Be Executed by (Complete and sign only upon exercise of the Common Stock Purchase Warrant Holder In Order in whole or in part.) To: OrangeHook, Inc. The undersigned, the holder of the attached Common Stock Purchase Warrant to which this Notice of Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: applies (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”the "Warrant"), of DrTattoff, LLC, hereby irrevocably elects to exercise the purchase rights represented by such warrant as follows: the undersigned requests to exercise on a cashless basis pursuant to Warrant No. ___ heretofore issued Section 2.5 of the Warrant, and such exercise will be with respect to ___________ shares of Warrant Stock available for exercise under the Warrant. the undersigned elects to exercise pursuant to Section 2.1 of the Warrant and to purchase _________ on October 5shares of Common Stock, 2007 from OrangeHook, Inc. and (2) encloses a cash herewith makes payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder therefor in cash or by certified or official bank check. The undersigned hereby requests that the certificate(s) representing such securities be issued in the name(s) and delivered to the address(es) as follows: Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ______________________________________________________________________ Social Security Number: ___________________________________________________________ NoteDeliver to: The above signature should correspond exactly with _____________________________________________________________________ Address: ______________________________________________________________________ If the name on foregoing evidences an exercise of the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less to purchase fewer than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining all of the shares purchasable thereunder less any fraction of Common Stock to which the undersigned is entitled under such warrant, please issue a share paid in cash and delivered new warrant, of like tenor, relating to the address stated above.remaining portion of the securities issuable upon exercise of such warrant in the name(s), and deliver the same to the address(es), as follows: Name: ________________________________________________________________________ Address: ______________________________________________________________________ Dated: ________________________________________________________________________ _____________________________________________________________________________ (Name of Warrant Holder) (Social Security or Taxpayer Identification Number of Warrant Holder, if applicable)

Appears in 1 contract

Samples: Participation and Repayment Priority Agreement (Orangehook, Inc.)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5June 15, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such UnitsUnitss. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.:

Appears in 1 contract

Samples: Lifesciences Opportunities Inc

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. XxxxxxxUS DATAWORKS, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such UnitsINC. The undersigned hereby represents and warrants elects to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: _______________________________________________purchase _________________________ shares of Common Stock of US DATAWORKS, INC. ("Shares") pursuant to the terms of the attached Warrant Holder Name: ____________________________________Certificate, and (check the appropriate box): [ ] tenders herewith payment for the purchase of ______________________ Taxpayer Identification Number: ______________________________shares of Common Stock; and/or [ ] elects to exercise Net Issue Exercise, as provided in Section 2(b) of the Warrant Agreement, for the purchase of ______________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with shares of Common Stock. In exercising these Warrants, the name on undersigned hereby confirms and acknowledges that the face shares of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, or for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws. Please issue a certificate or certificates representing said shares of Common Stock in the name of said the undersigned or in such other name(s) as is specified below: -------------------------------------------- -------------------------------------------- -------------------------------------------- Please issue a new Warrant Certificate for the balance remaining unexercised portion of the shares purchasable thereunder less any fraction attached Warrant Certificate in the name of a share paid the undersigned or in cash and delivered to the address stated above.such other name(s) as is specified below: -------------------------------------------- -------------------------------------------- HOLDER: ---------------------------------- ---------------------------------- Signature of Holder Date ---------------------------------- ---------------------------------- Printed Name of Holder Amount of Payment

Appears in 1 contract

Samples: Warrant Agreement (Us Dataworks Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5__________________________ __________________________ Attention _________, 2007 and (2) encloses a cash payment _______________ Please be advised that I hereby elect to exercise my option to purchase shares of ___________, pursuant to the Stock Option Agreement dated __________________. Number of Shares to Be Purchased: _______________ Multiplied by: Purchase Price Per Share $______________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: Total Purchase Price $_______________ Please check the payment method below: ____ Enclosed is a check for the total purchase price above. ____ Wire transfer sent on _____________, 20__. Please contact me as soon as possible to discuss the possible payment of withholding taxes and any other documents we may require. Name of Option Holder (Please Print): ________________________________ Address of Option Holder ________________________________________________________________ Warrant Holder NameTelephone Number of Option Holder: __________________________________________________________ Taxpayer Identification NumberSocial Security Number of Option Holder: ____________________________________________________ ByIf the certificate is to be issued to person other than the Option Holder, please provide the following for such person: _________________________________________________ (Name) ________________________________ Printed Name: _________________________________(Address) ________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly (Telephone Number) ________________________________ (Social Security Number) In connection with the name on issuance of the face of this Warrant Common Stock if the Common Stock may not be immediately publicly sold, I hereby represent to the Company that I am acquiring the Common Stock for my own account for investment and not with a view to, or with the name of assignee appearing for resale in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrantconnection with, a new Warrant is to be issued in the name of said undersigned for the balance remaining distribution of the shares purchasable thereunder less any fraction within the meaning of the Securities Act of 1933 (the “Securities Act”). I am______ am not ______ [please initial one] an accredited investor for at least one of the reasons on the attached Exhibit A. If the SEC has amended the rule defining the definition of accredited investor, the new provisions shall be applicable. I acknowledge that as a share paid condition to exercise the Options, the Company may request updated information regarding the Holder’s status as an accredited investor. My exercise of the Options shall be in cash compliance with the applicable exemptions under the Securities Act and delivered to the address stated above.applicable state law. ________________________________ Dated: _________________ Signature of Option Holder

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Giga Tronics Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Registered Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) Registered Holder hereby irrevocably subscribes for and offers elects to purchase _exercise ______ Units Warrants represented by this Warrant, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that certificates for such shares of Common Stock shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER [ ] ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- (“Units”)please print or type name and address) and be delivered to ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- (please print or type name and address) and if such number of Warrants shall not be all the Warrants evidenced b this Warrant Certificate, that a new Warrant Certificate for the balance of DrTattoffsuch Warrants be registered in the name of, LLCand delivered to, pursuant to Warrant Nothe Registered Holder at the address stated below. ___ heretofore issued to ______Dated:_____________ on October 5, 2007 and (2Signature of Registered Holder) encloses a cash payment of $__________ representing -------------------------------------- (Address) (Taxpayer Identification Number) -------------------------------------- Signature Guaranteed ASSIGNMENT FORM To be executed by the aggregate exercise price for such Units. The undersigned hereby represents and warrants Registered Holder In order to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ____________________________________Assign Warrants FOR VALUE RECEIVED,____________________________________ Warrant Holder Name: hereby sell, assigns and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER [ ] ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- (please print or type name and address) ______________________ of the Warrants represented by this Warrant, and hereby irrevocably constitutes and appoints ________________________ Attorney to transfer this Warrant on the books of the Company, with full power of substitution in the premises. Dated:________________ X__________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: (Signature of Registered Holder) ----------------------------------- (Signature Guaranteed) THE SIGNATURE ON THE ASSIGNMENT OR THE PURCHASE FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE. CERTIFICATION OF STATUS OF TRANSFEREE TO BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT The above signature should correspond exactly with undersigned transferee hereby certifies to the name on registered Holder and to TII Industries, Inc. that the face transferee is an "accredited investor" within the meaning of this Warrant or with the name Rule 501 of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable Regulation D promulgated under the WarrantSecurities Act of 1933, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated aboveas amended.

Appears in 1 contract

Samples: Tii Industries Inc

NOTICE OF EXERCISE. (To Be Executed be signed upon exercise of Warrant) The Undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by the such Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxxfor, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase thereunder, of the shares of common stock of Webdigs, Inc. to which such Warrant relates and herewith makes payment of $_______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5therefor in cash or by certified check (unless the Warrant is being exercised pursuant to Section 9, 2007 in which case the box below indicating such fact is checked), and (2) encloses a cash payment of $requests that the certificate for such shares be issued in the name of, and be delivered to, ________________________ representing the aggregate exercise price address for such Unitswhich is set forth below the signature of the undersigned. The undersigned hereby represents and warrants is exercising the Warrant pursuant to the Company that it is an “Accredited Investor” within the meaning Net Issue Exercise provisions of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the sameSection 9. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] DateDated: _______________________, 20________________________ Signature Name Address City, State, Zip Code Social Security or Tax Identification No. ASSIGNMENT FORM (To be signed only upon authorized transfer of Warrant) For Value Received, the undersigned hereby sells, assigns, and transfers unto __________________________ the right to purchase the securities of Webdigs, Inc., a Delaware corporation, to which the within Warrant Holder Namerelates and appoints ______________________, attorney, to transfer said right on the books of Webdigs, Inc. with full power of substitution in the premises. Dated: ______________________________________________________, 20____ Taxpayer Signature Name Address Social Security or Tax Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated aboveNo.

Appears in 1 contract

Samples: Webdigs Inc

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. Xxxxxxx, LLC Nuvel Holdings Inc. Attention: The undersigned herebyhereby elects to purchase, pursuant to the provisions of the Warrant, as follows: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), __________ shares of DrTattoff, LLC, Common Stock pursuant to the terms of the Warrant, and tenders herewith payment in cash of the Exercise Price for the Warrant NoShares in full, together with all applicable transfer taxes, if any. _______ heretofore issued Cashless Exercise with respect to the Net Number of shares of Common Stock. The undersigned hereby represents and warrants that the representations and warranties in Section 2 of the Subscription Agreement, are true and correct as of the date hereof. HOLDER: If an individual: By: ________________________________ on October 5, 2007 and (2) encloses a cash payment of $Name: ________________________________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is Address: ________________________________ ________________________________ If an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933entity: By: ________________________________ Name: ________________________________ Title: ________________________________ Address: ________________________________ ________________________________ Dated as of: __________ _____, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, 201_ Name in which event a legend or legends will shares should be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Dateregistered: ________________________________________________________________________ Warrant Holder NameAddress at which shares should be registered: __________________________________________________________ Taxpayer Identification Number: ___________________ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _________________________________ By: whose address is _____________________________________________________________________________. Dated: ______________, Holder’s Signature: _____________________________ Printed NameHolder’s Address: _____________________________ _____________________________ Signature Guaranteed: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ NoteNOTE: The above signature should to this Assignment Form must correspond exactly with the name as it appears on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a new Warrant is bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to be issued in assign the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated aboveforegoing Warrant.

Appears in 1 contract

Samples: Nuvel Holdings, Inc.

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. XxxxxxxEMPYREAN BIOSCIENCE, LLC INC. The undersigned hereby: (1) undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably subscribes for and offers elects to purchase (check applicable box): ___ ________ Units (“Units”), shares of DrTattoff, LLC, pursuant to Warrant No. the Common Stock covered by such Warrant; or ___ heretofore the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2 (b), to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2.2 (b). The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it whose address is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant . The undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon this exercise are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws. Dated: ---------------------- ------------------------------------------ (Signature must conform to name of Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name as specified on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.) ------------------------------------------ (Address)

Appears in 1 contract

Samples: Empyrean Bioscience Inc

NOTICE OF EXERCISE. To Be Executed by the Warrant Registered Holder In in Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) Registered Holder irrevocably subscribes for and offers elects to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to _____exercise ______________ on October 5Warrants represented by this Warrant Certificate, 2007 and (2) encloses a cash payment to purchase the Shares issuable upon the exercise of $____such Warrants, using the Cashless Exercise method, resulting in the issuance of ______ representing Shares to the aggregate exercise price for such Unitsundersigned. The undersigned hereby represents and warrants has calculated the number of Shares to be issued to it in accordance with the following formula set forth in Section 1(d) of the Warrant: X = Y[(A - B)/A] X = the number of Shares to be issued to the Company that it Holder Y = the number of Shares with respect to which this Warrant is an “Accredited Investor” within being exercised A = the meaning Fair Market Value of Rule 501 one Share B = the Warrant Price Where the Fair Market Value of Regulation D promulgated under one Share is $[__], being the Securities Act [average closing price or last sale price of 1933, as amended the Shares reported for the five (5) business days prior to the “Securities Act”), and is acquiring these securities applicable date of determination][last sale price of the Shares for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention the business day immediately prior to the applicable date of distributing or selling the same. determination] The undersigned further represents requests that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, Certificates for such shares may only shall be sold pursuant to an effective and current registration statement under issued in the Securities Act or an exemption from the registration requirements name of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ___and be delivered to _____________________________________________________________________ Address(PLEASE PRINT OR TYPE NAME AND ADDRESS) and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below. Dated: ________________________________________________________________________ NoteBy: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.Name: Title: (ADDRESS AND EMAIL) (TAX IDENTIFICATION NUMBER)

Appears in 1 contract

Samples: Dragonfly Energy Holdings Corp.

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NOTICE OF EXERCISE. To Be Executed by This Notice of Exercise shall constitute proper notice pursuant to Section 5 of that certain Stock Option Agreement (the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1“Agreement”) irrevocably subscribes for and offers to purchase dated as of the ____ day of _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued _____, 2012, between the Company and the undersigned. The undersigned hereby elects to _exercise Optionee’s option to purchase __________________ on October 5shares of the common stock of the Company at a price of $_______ per share, 2007 and (2) encloses a cash payment for aggregate consideration of $__________ representing _, on the terms and conditions set forth in the Agreement and the Plan. Such aggregate exercise price for such Unitsconsideration, in the form specified in Section 5 of the Agreement, accompanies this notice. The undersigned hereby represents and warrants to reconfirms the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties set out in issuing the securities underlying Agreement as of the Warrantdate hereof. [warrant notice of exercise signature page] DateThe Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows: Registration Information: Delivery Instructions: Name to appear on certificates Name Address Address Telephone Number DATED at _____________________________, the _______ day of _____________________, ______________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face . (Name of this Warrant Optionee – Please type or with the name of assignee appearing in assignment form below. ANDprint) (Signature and, if said number applicable, Office) (Address of shares shall be less than Optionee) (Address of Optionee) (Fax Number) EXHIBIT B NATIONAL INSTRUMENT 45-106 QUESTIONNAIRE REQUIRED FOR CANADIAN OPTIONEES ONLY All capitalized terms herein, unless otherwise defined, have the total number of shares purchasable under the Warrant, a new Warrant is to be issued meanings ascribed thereto in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash Option Agreement. The Optionee covenants, represents and delivered warrants to the address stated above.Company that:

Appears in 1 contract

Samples: Stock Option Agreement (Titan Iron Ore Corp.)

NOTICE OF EXERCISE. To Be Executed by (Complete and sign only upon exercise of the Common Stock Purchase Warrant Holder In Order in whole or in part.) To: EVO Transportation & Energy Services, Inc. The undersigned, the holder of the attached Common Stock Purchase Warrant to which this Notice of Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: applies (1) irrevocably subscribes for and offers to purchase _______ Units (the UnitsWarrant”), of DrTattoff, LLC, hereby irrevocably elects to exercise pursuant to Section 2.1 of the Warrant No. ___ heretofore issued and to __________purchase _________ on October 5shares of Common Stock, 2007 from EVO Transportation & Energy Services, Inc. and (2) encloses a cash herewith makes payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder therefor in cash or by certified or official bank check. The undersigned hereby requests that such securities be issued in the name(s) and delivered to the address(es) as follows: Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ______________________________________________________________________ Social Security Number: __________________________________________________________ NoteDeliver to: The above signature should correspond exactly with _____________________________________________________________________ Address: ______________________________________________________________________ If the name on foregoing evidences an exercise of the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less to purchase fewer than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining all of the shares purchasable thereunder less any fraction of Common Stock to which the undersigned is entitled under such warrant, please issue a share paid in cash and delivered new warrant, of like tenor, relating to the address stated above.remaining portion of the securities issuable upon exercise of such warrant in the name(s), and deliver the same to the address(es), as follows: Name: ________________________________________________________________________ Address: ______________________________________________________________________ Dated: ________________________________________________________________________ _____________________________________________________________________________ (Name of Warrant Holder) (Social Security or Taxpayer Identification Number of Warrant Holder, if applicable)

Appears in 1 contract

Samples: EVO Transportation & Energy Services, Inc.

NOTICE OF EXERCISE. To Be Executed by The undersigned, the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxxof the foregoing Warrant, LLC The undersigned hereby: (1) hereby irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLCelects, pursuant to Section 3 of the Warrant, to exercise purchase rights represented by such Warrant No. ___ heretofore issued for, and to ___________________ on October 5purchase thereunder, 2007 --------------- shares of the Common Stock of Xxxxxxxx Petroleum Corporation (the "Company") to which such Warrant relates and (2) encloses a cash herewith makes payment of $__________ representing $ ---------------------- therefor, as follows: $ in cash, ----------------------- $ by wire transfer to the aggregate exercise price Company, ----------------------- $ by certified check or money order, or ----------------------- $ by cancellation of accrued interest, ----------------------- first, and then outstanding principal under the Secured Notes, and requests that certificates for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended shares (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictionssecurities or property deliverable upon such conversion including a revised warrant) be delivered to the undersigned at the address set forth below the signature of the undersigned. Dated: ------------------------------ Name of Holder: -------------------------------------------------- By: ----------------------------------------------- (Signature of Authorized Officer) Title: ----------------------------------------------- Address: -------------------------------------------------- -------------------------------------------------- -------------------------------------------------- APPENDIX B NOTICE OF CONVERSION The undersigned, in which event a legend or legends will be placed upon the certificate(s) representing Holder of the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy foregoing Warrant, hereby elects pursuant to Section 7 of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice , to convert the rights to purchase -------- shares of exercise signature page] Date: ________________________________________________________________________ the Common Stock covered by such Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with and herewith makes payment in full therefor by surrender of such Warrant, and requests that certificates for the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said appropriate number of shares shall be less than the total number of shares purchasable under the Warrant, (and any other securities or property deliverable upon such conversion including a new Warrant is to revised warrant) be issued in the name of said the undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the its address stated above.as set forth below. Dated: ----------------------------- Name of Holder: --------------------------------------------------- By: ----------------------------------------------- (Signature of Authorized Officer) Title: ----------------------------------------------- Address: -------------------------------------------------- -------------------------------------------------- --------------------------------------------------

Appears in 1 contract

Samples: Goodrich Petroleum Corp

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. XxxxxxxDRTATTOFF, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoffDRTATTOFF, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5dated _____________, 2007 20___ and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares securities it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoffDRTATTOFF, LLC, in transactions not including any public offering and that under such laws, such shares securities may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares Units shall be less than the total number of shares Units purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares Units purchasable thereunder less any fraction of a share Unit paid in cash and delivered to the address stated above.. ASSIGNMENT FORM To be executed by the Warrant Holder In order to Assign Warrants FOR VALUE RECEIVED,____________________________________ hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (Please print or type name and address) ______________________ of the Warrants represented by this Warrant, and hereby irrevocably constitutes and appoints ________________________ Attorney to transfer this Warrant on the books of the Company, with full power of substitution in the premises. Dated:______________________ ____________________________ (Signature of Registered Holder)

Appears in 1 contract

Samples: Dr. Tattoff, Inc.

NOTICE OF EXERCISE. To Be Executed TO: LEXARIA BIOSCIENCE CORP. (the “Corporation”) Capitalized terms not defined herein have the meaning set out in Warrant Certificate No. 2018-10-XX of the Corporation dated October 31, 2018 (the “Warrant Certificate”). The undersigned holder of the Warrants represented by the enclosed Warrant Holder In Order to Exercise Certificate hereby exercises the right provided for in the Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ Common Shares in the capital of the Corporation issuable on October 5, 2007 the exercise of the Warrants and encloses the amount of US$2.25 per Common Share (2or the adjusted Exercise Price at which the undersigned is entitled to purchase such shares as provided in this Warrant Certificate) encloses a cash payment by way of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants certified cheque or recognized bank draft made payable to or to the Company that it is an “Accredited Investor” order of the Corporation. Subject to certain limited exceptions, (i) the Warrants may not be exercised within the meaning “United States”, or by or for the account or benefit of a person in the “United States” or a “U.S. Person” (as such terms are defined in Rule 501 902 of Regulation D S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”amended), and is acquiring these securities for its own account and not with a view to, or for sale (ii) no Common Shares issuable upon exercise of the Warrants will be delivered to any address in connection with, any distribution thereof, nor with any present intention of distributing or selling the sameUnited States. The undersigned further represents hereby irrevocably directs that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will such Common Shares be receiving are “restricted securities” under Federal securities laws inasmuch issued and delivered as they are being acquired from DrTattoff, LLC, follows: Name(s) in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements Full Address(es)* Number(s) of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: _______________________________________Common Shares _________________________________ Warrant Holder Name: ________________________________ _______________________________ _________________________________ Taxpayer Identification Number: ________________________________ ________________________________ _________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: Please print in full the name in which certificates are to be issued. DATED this ____ day of _______, 20___________________________________. ______________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face Witness Signature of this Warrant or with the name Holder __________________________ Name of assignee appearing in assignment form below. AND, Holder __________________________ __________________________ Address of Holder ☐ Please check box if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is these certificates are to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.office where this Warrant Certificate is surrendered, failing which the certificate

Appears in 1 contract

Samples: Lexaria Bioscience Corp.

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5__________________________ __________________________ Attention _________, 2007 and _______________ Facsimile: (2____) encloses a cash payment _____-______ Please be advised that I hereby elect to exercise my option to purchase shares of ___________, pursuant to the Stock Option Agreement dated __________________. Number of Shares to Be Purchased: _______________ Multiplied by: Purchase Price Per Share $_______________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: Total Purchase Price $_______________ Please check the payment method below: ____ Enclosed is a check for the total purchase price above. ____ Wire transfer sent on _____________, 20__. Please contact me as soon as possible to discuss the possible payment of withholding taxes and any other documents we may require. Name of Option Holder (Please Print): ___________________________________ Address of Option Holder ________________________________________________________________ Warrant Holder NameTelephone Number of Option Holder: __________________________________________________________ Taxpayer Identification NumberSocial Security Number of Option Holder: ____________________________________________________ ByIf the certificate is to be issued to person other than the Option Holder, please provide the following for such person: _________________________________________________ (Name) ________________________________ Printed Name: _________________________________(Address) ________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly (Telephone Number) ________________________________ (Social Security Number) In connection with the name on issuance of the face of this Warrant or with the name of assignee appearing in assignment form below. ANDCommon Stock, if said number of shares shall the Common Stock may not be less than immediately publicly sold, I hereby represent to the total number of shares purchasable under Company that I am acquiring the WarrantCommon Stock for my own account for investment and not with a view to, or for resale in connection with, a new Warrant is to be issued in the name of said undersigned for the balance remaining distribution of the shares purchasable thereunder less any fraction within the meaning of the Securities Act of 1933 (the “Securities Act”). I am______ am not ______ [please initial one] an accredited investor for at least one of the reasons on the attached Exhibit A. If the SEC has amended the rule defining the definition of accredited investor, I acknowledge that as a share paid condition to exercise the Options, the Company may request updated information regarding the Holder’s status as an accredited investor. My exercise of the Options shall be in cash compliance with the applicable exemptions under the Securities Act and delivered to the address stated above.applicable state law. ________________________________ Dated: _________________ Signature of Option Holder Exhibit A

Appears in 1 contract

Samples: Employee Non Qualified Stock Option Agreement (Aspen Group, Inc.)

NOTICE OF EXERCISE. To Be Executed by the Warrant Registered Holder In in Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) Registered Holder hereby irrevocably subscribes for and offers elects to purchase exercise ______________________ Units (“Units”)Warrants represented by this Warrant Certificate, and to purchase the securities issuable upon the exercise of DrTattoffsuch Warrants, LLC, pursuant to Warrant No. and requests that certificates for such securities shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER _______________________________________ heretofore issued _______________________________________ _______________________________________ _______________________________________ [please print or type name and address] and be delivered to ___________________ on October 5, 2007 and (2) encloses a cash payment of $_____________________ representing _______________________________________ _______________________________________ _______________________________________ [please print or type name and address] and if such number of Warrants shall not be all the aggregate exercise price Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such UnitsWarrants be registered in the name of, and delivered to, the Registered Holder at the address stated below. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements exercise of the within Warrant was solicited by a member of the National Association of Securities Act and any other applicable restrictionsDealers, Inc. If not solicited by an NASD member, please write "unsolicited" in which event a legend or legends will be placed upon the certificate(sspace below. ____________________________________ (Name of NASD Member) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] DateDated: ______________________ X______________________ _________________ __________________ Address ______________________ Taxpayer Identification Number ____________________ ASSIGNMENT To Be Executed by the Registered Holder in Order to Assign Warrants FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER _______________________________________ _______________________________________ _______________________________________ _______________________________________ [please print or type name and address] _________________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints ___________________________________________________________________ Attorney to transfer this Warrant Holder NameCertificate on the books of the Company, with full power of substitution in the premises. Dated: ____________________ X__________________________________ Signature Guaranteed _________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE. AMENDMENT TO THE WARRANT AGREEMENT Amendment No. 1 to the name on Warrant Agreement (the face of this "Warrant or with the name of assignee appearing in assignment form below. ANDAgreement") dated March 19, if said number of shares shall be less than the total number of shares purchasable under the Warrant1998 between AccuMed International, Inc., a new Warrant is to be issued Delaware corporation (the "Company"), and Commonwealth Associates (the "Placement Agent"). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the name of said undersigned for Warrant Agreement. The parties hereto agree to the balance remaining following amendments to the terms of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.Warrant Agreement:

Appears in 1 contract

Samples: Warrant Agreement (Accumed International Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5June 15, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such UnitsUnitss. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.

Appears in 1 contract

Samples: Lifesciences Opportunities Inc

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5July 20, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such UnitsUnitss. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.:

Appears in 1 contract

Samples: Lifesciences Opportunities Inc

NOTICE OF EXERCISE. To Be Executed by Sibyte, Inc. ---------------------------------- ---------------------------------- Attn: Chief Financial Officer Re: Exercise of Stock Option Dear Sir or Madam: Pursuant to the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase Stock Option Agreement dated _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ____, 199___ (the "Stock Option Agreement") and the Company's 1998 Stock Incentive Plan (the "Plan"), I hereby elect to purchase _____________ on October 5, 2007 and (2) encloses a cash payment shares of the Common Stock of the Company at aggregate exercise price of $__________ representing _. I enclose payment and other documents (check all that are applicable): [ ] My check in the aggregate exercise price for such Unitsamount of $___________; [ ] If I am exercising an unvested option, I also enclose an executed Assignment Separate From Certificate. The undersigned hereby represents Common Stock is to be issued and warrants registered in the name(s) of: -------------------------- -------------------------- I understand that there may be tax consequences as a result of the purchase or disposition of the Common Stock, and I have consulted with any tax consultants I wished to consult and I am not relying on the Company for any tax advice. I understand that it my exercise is an “Accredited Investor” within governed by my Stock Option Agreement and the meaning Plan and agree to abide by and be bound by their terms and conditions. I represent that the Common Stock is being acquired solely for my own account and not as a nominee for any other party, or for investment, and that I will not offer, sell or otherwise dispose of Rule 501 any such Common Stock except under circumstances that will not result in a violation of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view toamended, or for sale in connection withany state securities laws. Dated: __________, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering 199__ ----------------------------------------- (Signature) ----------------------------------------- (Please Print Name) ----------------------------------------- ----------------------------------------- (Address) ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and that under such laws, such shares may only be sold pursuant to an effective that certain Stock Option Agreement dated as of __________, 199__, the undersigned hereby sells, assigns and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: transfers unto ______________________________ (__________) shares of the Common Stock of Tharas Systems, Inc., a Delaware corporation, standing in the undersigned's name on the books of said corporation represented by certificate No. _________ herewith, and does hereby irrevocably constitute and appoint ________________________________________ Warrant Holder Nameattorney to transfer the said stock on the books of the said corporation with full power of substitution in the premises. Dated: __________, 19________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.----------------------------------------- Signature

Appears in 1 contract

Samples: Stock Option Agreement (Broadcom Corp)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. XxxxxxxISLET SCIENCES, LLC INC. The undersigned hereby: (1) irrevocably subscribes for and offers ____________, pursuant to the provisions of the within Warrant, hereby elects to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ________ heretofore shares of Common Stock of Islet Sciences, Inc., a Nevada corporation, covered by the within Warrant. The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended. The undersigned intends that payment of the Warrant Price shall be made as (check one): Cash Exercise: _______ Cashless Exercise: _______ If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by certified or official bank check (or via wire transfer) to the Issuer in accordance with the terms of the Warrant. If the Holder has elected a Cashless Exercise, a certificate shall be issued to the Holder for the number of shares equal to the whole number portion of the product of the calculation set forth below, which is _________. The Issuer shall pay a cash adjustment in respect of the fractional portion of the product of the calculation set forth below in an amount equal to the product of the fractional portion of such product and the Per Share Market Value on the date of exercise, which product is: N/A. X = (A x B) - (A x C) Where: The total number of shares with respect to which this Warrant is being exercised: (“A”). The VWAP on the Trading Day immediately preceding the date of the Exercise Notice: (“B”). The Exercise Price in effect for the applicable Warrant Shares at the time of such exercise: $ (“A”) Dated: Signature: Address: ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to ___________________ on October 5, 2007 and (2) encloses a cash payment of $_____________________________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it whose address is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: _________________. _______________________________________________________________ Printed NameDated: ______________, Holder’s Signature: _____________________________ Holder’s Address: _____________________________ _____________________________ Signature Guaranteed: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ NoteNOTE: The above signature should to this Assignment Form must correspond exactly with the name as it appears on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a new Warrant is bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to be issued in assign the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.foregoing Warrant. EXHIBIT B INVESTOR QUESTIONNAIRE ISLET SCIENCES, INC. Confidential Investor Questionnaire To: Islet Sciences, Inc.

Appears in 1 contract

Samples: Escrow Agreement (Islet Sciences, Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. Xxxxxxx, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5__________________________ __________________________ Attention _________, 2007 and _______________ Facsimile: (2____) encloses a cash payment _____-______ Please be advised that I hereby elect to exercise my option to purchase shares of ___________, pursuant to the Stock Option Agreement dated __________________. Number of Shares to Be Purchased: _______________ Multiplied by: Purchase Price Per Share $______________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: Total Purchase Price $_______________ Please check the payment method below: ____ Enclosed is a check for the total purchase price above. ____ Wire transfer sent on _____________, 20__. ____ Cashless exercise Please contact me as soon as possible to discuss the possible payment of withholding taxes and any other documents we may require. Name of Option Holder (Please Print): ________________________________ Address of Option Holder ________________________________________________________________ Warrant Holder NameTelephone Number of Option Holder: __________________________________________________________ Taxpayer Identification NumberSocial Security Number of Option Holder: ____________________________________________________ ByIf the certificate is to be issued to person other than the Option Holder, please provide the following for such person: _________________________________________________ (Name) ________________________________ Printed Name: _________________________________(Address) ________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly (Telephone Number) ________________________________ (Social Security Number) In connection with the name on issuance of the face of this Warrant or with the name of assignee appearing in assignment form below. ANDcommon stock, if said number of shares shall the common stock may not be less than immediately publicly sold, I hereby represent to the total number of shares purchasable under Company that I am acquiring the Warrantcommon stock for my own account for investment and not with a view to, or for resale in connection with, a new Warrant is to be issued in the name of said undersigned for the balance remaining distribution of the shares purchasable thereunder less any fraction within the meaning of the Securities Act of 1933 (the “Securities Act”). I am______ am not ______ [please initial one] an accredited investor for at least one of the reasons on the attached Exhibit A. If the SEC has amended the rule defining the definition of accredited investor, the new provisions shall be applicable. I acknowledge that as a share paid condition to exercise the Options, the Company may request updated information regarding the Holder’s status as an accredited investor. My exercise of the Options shall be in cash compliance with the applicable exemptions under the Securities Act and delivered to the address stated above.applicable state law. ________________________________ Dated: _________________ Signature of Option Holder

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (TimefireVR Inc.)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. XxxxxxxPC Universe, LLC Inc. The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units shares of the common stock, par value $.001 per share (“UnitsCommon Stock”), of DrTattoffPC Universe, LLCInc., pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5____________, 2007 and 2007; (2) encloses a cash payment of $__________; or (3) surrenders shares of Common Stock or Warrant Shares pursuant to the cashless exercise procedure provided for in the following paragraph; and (4) requests that a certificate for the Warrant Shares be issued in the name of the undersigned, or the undersigned's designee, and delivered to the undersigned, or the undersigned's designee, at the address specified below. The undersigned hereby elects to subscribe for Warrant Shares by cashless exercise of the Warrant in accordance with Section 2.1(b) of the Warrant, and indicates below the number of shares of Common Stock or Warrant Shares to be surrendered and provides the calculation (pursuant to Section 2.1(b)(i) or (ii) of the Warrant) for the number of shares to be surrendered: Number of shares to be Surrendered: ________________________ representing the aggregate exercise price for such Units. Calculation Pursuant to Section 2.1(b): ________________________ The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units shares of Common Stock issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoffPC Universe, LLCInc., in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units Common Stock issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Investor Name: _________________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.:

Appears in 1 contract

Samples: Pc Universe Inc

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) hereby irrevocably subscribes for and offers elects to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to exercise [___________________ on October 5] of the Warrants represented by this Warrant Certificate and purchase the whole number of Units issuable and deliverable upon exercise of such Warrants, 2007 and (2) encloses a cash herewith tenders payment of $__________ representing the aggregate exercise price for such UnitsUnits in accordance with the terms of the Warrant Agreement. The undersigned hereby represents directs that the certificate or certificates for the Units issuable and warrants deliverable upon exercise, together with any check in payment for fractional Units and any Warrant Certificate representing any unexercised Warrants represented by this Warrant Certificate, be issued in the name of and delivered to the Company that it undersigned, unless a different name is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the sameindicated below. The undersigned further represents that it does not have will pay any contract, agreement, understanding transfer taxes or arrangement other governmental charge payable with respect to any such Units to be issued in the name of a person to sell, transfer other than the undersigned. INSTRUCTIONS FOR REGISTRATION OF UNITS (please typewrite or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(sprint) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ________________________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: _________Address:_______________________________________________________________ AddressSocial Security or Other Taxpayer Identification Number: ______________ Dated: ____________________ Signature: ________________ Note: Signature must conform to name of Holder appearing on face hereof) Signature must be guaranteed by a member of an accepted medallion guarantee program if Units are to be issued, or Warrant Certificate(s) are to be delivered, other than to and in the name of the Holder. ___________________________________ Signature Guarantee Fill in for registration of Units and Warrant Certificate(s) if to be issued otherwise than to the Holder: _______________________________ Social Security or other (Name) Taxpayer Identification Number: _______________________________ _______________________________________ Note_______________________________ _______________________________________ Please print name and address (including zip code) EXHIBIT B TRANSFER INSTRUCTION RE: The above signature should correspond exactly with ARBOR REALTY LIMITED PARTNERSHIP WARRANTS Reference is made to the name on Warrant Agreement dated as of July 1, 2003, relating to the face Warrants (the "Agreement"). This Instruction and Certification relates to Warrants held by ___________________________ (the "Transferor/Holder"). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement. Instruction of this Warrant Transfer or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is Exchange (to be issued in completed whether or not the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered Warrants to the address stated above.be transferred or exchanged are Transfer Restricted Warrants)

Appears in 1 contract

Samples: Warrant Agreement (Arbor Realty Trust Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TO: Dr. XxxxxxxICONIC BRANDS, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such UnitsINC. The undersigned hereby represents and warrants elects to purchase Warrant Shares of the Company pursuant to the Company that it terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. Payment shall take the form of lawful money of the United States. Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to: Accredited Investor. The undersigned is an “Accredited Investoraccredited investorwithin the meaning of Rule 501 of as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrantamended. [warrant notice SIGNATURE OF HOLDER] Name of exercise signature page] DateInvesting Entity: _______________________________________________________________ Signature of Authorized Signatory of investing Entity: _________________________________________ Warrant Holder NameName of Authorized Signatory: ___________________________________________________________ Taxpayer Identification NumberTitle of Authorized Signatory: ____________________________________________________________ ByDate: ________________________________________________________________________________ Printed NameASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to whose address is . Dated: _________________________________________ Holder’s Signature: _______________________________ Holder’s Address: ________________________________ ________________________________ Signature Guaranteed: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Iconic Brands, Inc.)

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In in Order to Exercise Warrants the Series I Common Stock Purchase Warrant TO: Dr. XxxxxxxRenovaCare, LLC Inc. 0000 Xxxx Xxxx Xxxx. Suite 107-A Scottsdale, AZ 85260 Attention: President and Chief Executive Officer The undersigned hereby: (1) irrevocably subscribes for and offers Holder hereby elects to purchase ________ Units (“Units”), of DrTattoff, LLC, Shares pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)attached Series I Common Stock Purchase Warrant, and is acquiring these requests that certificates for securities for its own account and not with a view to, or for sale be issued in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Datename of: __________________________________ __________________________________ _________________________________ (Please type or print name and address) ____________________________________ (Social Security or Tax Identification Number) and to be delivered to: ________________________. __________________________________________ (Please type or print name and address if different from above) If such number of Shares being purchased hereby shall not be all the Shares that may be purchased pursuant to the attached Warrant, a new Warrant for the balance of such Shares shall be registered in the name of, and delivered to, the Holder at the address set forth below. In full payment of the purchase price with respect to the Shares purchased and transfer taxes, if any, the undersigned hereby tenders payment of $__________ by check, money order or wire transfer payable in United States currency to the order of [________________]. HOLDER: By: Name: Title: Address: Dated: Annex B ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) TO: RenovaCare, Inc. 0000 Xxxx Xxxx Xxxx. Suite 107-A Scottsdale, AZ 85260 Attention: President and Chief Executive Officer FOR VALUE RECEIVED, ____________ shares of the foregoing Series I Common Stock Purchase Warrant of RenovaCare, Inc. and all rights evidenced thereby are hereby assigned to: whose address is: (Print Name) (Address) (City, State, Zip) Dated:___, 20______ Holder’s Signature: Holder’s Address: Signature Guaranteed: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ NoteNOTE: The above signature should to this Assignment Form must correspond exactly with the name as it appears on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number of shares shall be less than the total number of shares purchasable under the Series ICommon Stock Purchase Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a new Warrant is bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to be issued in assign the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated aboveforegoing Series ICommon Stock Purchase Warrant.

Appears in 1 contract

Samples: RenovaCare, Inc.

NOTICE OF EXERCISE. To Be Executed by This Notice of Exercise shall constitute proper notice pursuant to Section 1.8 of that certain Stock Option Agreement (the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxx"Agreement") dated as of March 14, LLC 2005, between Bulldog Technologies Inc. (the "Company") and the undersigned. The undersigned hereby: (1) irrevocably subscribes for and offers hereby elects to exercise Optionee's option to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5shares of the common stock of the Company at a price of US$1.15 per share, 2007 and (2) encloses a cash payment for aggregate consideration of $US$__________ _, on the terms and conditions set forth in the Agreement and the Plan. Such aggregate consideration, in the form specified in Section 1.8 of the Agreement, accompanies this notice. The Optionee hereby directs the Company to issue, register and deliver the certificates representing the aggregate exercise price for such Units. The undersigned hereby represents and warrants shares as follows: Registration Information: Delivery Instructions: Name to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely appear on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: certificates Name Address Address Telephone Number DATED at ____________________________________, the ______ day of ___________________, _________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with the name on the face . (Name of this Warrant Optionee – Please type or with the name of assignee appearing in assignment form below. ANDprint) (Signature and, if said number applicable, Office) (Address of shares shall be less than Optionee) (City, State, and Zip Code of Optionee) (Fax Number) D/ljm/703938.1 EXHIBIT B ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the total number meanings ascribed thereto in the Agreement. The Optionee covenants, represents and warrants to the Company that it satisfies one or more of shares purchasable the categories of “Accredited Investors”, as defined by Regulation D promulgated under the Warrant1933 Act, a new Warrant is to be issued as indicated below: (Please initial in the name space provide those categories, if any, of said undersigned for an “Accredited Investor” which the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the address stated above.Optionee satisfies)

Appears in 1 contract

Samples: Stock Option and Subscription Agreement (Bulldog Technologies Inc)

NOTICE OF EXERCISE. To Be Executed by the Warrant Registered Holder In in Order to Exercise Warrants TO: Dr. Xxxxxxx, LLC The undersigned hereby: (1) Registered Holder hereby irrevocably subscribes for and offers elects to purchase exercise ________ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5Warrants represented by this Warrant Certificate, 2007 and (2) encloses a cash payment to purchase the securities issuable upon the exercise of $__________ representing the aggregate exercise price such Warrants, and requests that certificates for such Units. The undersigned hereby represents and warrants to securities shall be issued in the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Datename of: __________PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ______________________________________________________________ Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: __________[please print or type name and address] and be delivered to ______________________________________________________________ Note: The above signature should correspond exactly with ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ [please print or type name and address] and if such number of Warrants shall not be all the name on the face of Warrants evidenced by this Warrant or with the name of assignee appearing in assignment form below. ANDCertificate, if said number of shares shall be less than the total number of shares purchasable under the Warrant, that a new Warrant is to Certificate for the balance of such Warrants be issued registered in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash of, and delivered to to, the Registered Holder at the address stated above. The undersigned represents that the exercise of the within Warrant was solicited by a member of the National Association of Securities Dealers, Inc. If not solicited by an NASD member, please write "unsolicited" in the space below. ______________________________________ (Name of NASD Member) Dated:_________________________ X__________________________ ___________________________ ___________________________ Address ______________________________________ Taxpayer Identification Number ______________________________________ Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE EXERCISE NOTICE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE.

Appears in 1 contract

Samples: Warrant Agreement (Accumed International Inc)

NOTICE OF EXERCISE. To Be Executed by The undersigned, the Warrant Holder In Order to Exercise Warrants TO: Dr. Xxxxxxxof the foregoing Warrant, LLC The undersigned hereby: (1) hereby irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLCelects, pursuant to Section 3 of the Warrant, to exercise purchase rights represented by such Warrant No. ___ heretofore issued for, and to ___________________ on October 5purchase thereunder, 2007 shares of the Common Stock of Xxxxxxxx Petroleum Corporation (the ------------- "Company") to which such Warrant relates and (2) encloses a cash herewith makes payment of $__________ representing $ therefor, as follows: ---------------------- $ in cash, ----------------------- $ by wire transfer to the aggregate exercise price Company, ----------------------- $ by certified check or money order, or ----------------------- $ by cancellation of accrued interest, ----------------------- first, and then outstanding principal under the Secured Notes, and requests that certificates for such Units. The undersigned hereby represents and warrants to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended shares (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictionssecurities or property deliverable upon such conversion including a revised warrant) be delivered to the undersigned at the address set forth below the signature of the undersigned. Dated: ---------------------- Name of Holder: --------------------------------------------------- By: ----------------------------------------------- (Signature of Authorized Officer) Title: ----------------------------------------------- Address: -------------------------------------------------- -------------------------------------------------- -------------------------------------------------- APPENDIX B NOTICE OF CONVERSION The undersigned, in which event a legend or legends will be placed upon the certificate(s) representing Holder of the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy foregoing Warrant, hereby elects pursuant to Section 7 of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice , to convert the rights to purchase -------- shares of exercise signature page] Date: ________________________________________________________________________ the Common Stock covered by such Warrant Holder Name: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________________________________________ Note: The above signature should correspond exactly with and herewith makes payment in full therefor by surrender of such Warrant, and requests that certificates for the name on the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said appropriate number of shares shall be less than the total number of shares purchasable under the Warrant, (and any other securities or property deliverable upon such conversion including a new Warrant is to revised warrant) be issued in the name of said the undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the its address stated above.as set forth below. Dated: ---------------------- Name of Holder: --------------------------------------------------- By: ----------------------------------------------- (Signature of Authorized Officer) Title: ----------------------------------------------- Address: -------------------------------------------------- -------------------------------------------------- --------------------------------------------------

Appears in 1 contract

Samples: Goodrich Petroleum Corp

NOTICE OF EXERCISE. To Be Executed by the Warrant Holder In Order to Exercise Warrants TOTo: Dr. XxxxxxxDIGITAL GENERATION SYSTEMS, LLC The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______ Units (“Units”), of DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to ___________________ on October 5, 2007 and (2) encloses a cash payment of $__________ representing the aggregate exercise price for such UnitsINC. The undersigned hereby represents and warrants elects to the Company that it is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the Units issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under Federal securities laws inasmuch as they are being acquired from DrTattoff, LLC, in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to an effective and current registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and any other applicable restrictions, in which event a legend or legends will be placed upon the certificate(s) representing the Units issuable under this Warrant denoting such restrictions. The undersigned understands and acknowledges that the Company will rely on the accuracy of these representations and warranties in issuing the securities underlying the Warrant. [warrant notice of exercise signature page] Date: ____________________________________________________purchase ____________________ shares of Common Stock of Digital Generation Systems, Inc., pursuant to the terms of the attached Warrant Holder Nameand payment of the Exercise Price per share required under such Warrant accompanies this notice. The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not with a view to distribution of such shares or any part thereof. WARRANTHOLDER: __________________________________________________________ Taxpayer Identification Number: ____________________________________________________ By: ________________________________________________________________________________ Printed Name: _________________________________________________________________ Title: ________________________________________________________________________ Address: ________________________________________ ________________________________________ NoteDate: The above signature ______________________ Name in which shares should correspond exactly be registered: __________________________________________ THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. WARRANT TO PURCHASE COMMON STOCK OF DIGITAL GENERATION SYSTEMS, INC. VOID AFTER DECEMBER 9, 2001 This Warrant is issued to Technology Crossover Ventures II, C.V., or its registered assigns ("Holder") by Digital Generation Systems, Inc., a California corporation (the "Company"), on December 9, 1998 (the "Warrant Issue Date"). This Warrant is issued pursuant to the terms of that certain Common Stock and Warrant Purchase Agreement dated as of the date hereof (the "Purchase Agreement") in connection with the name on Company's issuance to the face of this Warrant or with the name of assignee appearing in assignment form below. AND, if said number Holder of shares shall be less than the total number of shares purchasable under the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to Company's Common Stock (the address stated above"Common Shares").

Appears in 1 contract

Samples: Technology Crossover Management Ii LLC

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