FOR VALUE RECEIVED hereby sells, assigns and transfers unto ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , -------------------- ---------- -------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
FOR VALUE RECEIVED. ====================================================== hereby sell, assigns and transfers unto --------------------------------- ------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ------------------------- Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 19 ------------------- --- ------------------------- Signature Signature Guaranteed:
FOR VALUE RECEIVED hereby sells, assigns and transfers unto --------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of FIDELITY BANCORP, INC., with full power of substitution. Dated: _____________________, [200_] ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement.) --------------------------------- Signature By ____________________ Authorized Signature Form of Reverse Side of Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: FIDELITY BANCORP, INC. The undersigned hereby irrevocably elects to exercise ______________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:...
FOR VALUE RECEIVED hereby sells, assigns and transfers unto
FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ----------------------------- ---------------------------------- Signature Signature Guaranteed: ----------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. -------------------------------------------------------------------------------- The undersigned hereby certifies that:
FOR VALUE RECEIVED hereby sells, assigns and transfers unto ---------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint----------- Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.
FOR VALUE RECEIVED the Borrower promises to pay to the order of ________________ (the "Lender"), its successors and permitted assignees, at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 on the Long Term Xxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxx xxx xxxxxx xx (x) the principal sum of ___________ MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid principal amount of all outstanding Bid Rate Loans made by the Lender to the Borrower on or before the Long Term Revolving Credit Termination Date pursuant to the Agreement together with interest on the unpaid principal balance thereof from time to time outstanding. All Bid Rate Loans made by the Lender, the respective types and maturities thereof, and all repayments of the principal thereof shall be recorded by the in the Loan Account maintained by the Lender in accordance with the Agreement Lender and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Bid Rate Loan then outstanding may be endorsed by the Lender on one or more schedules attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Agreement. Interest on the unpaid principal balance hereof shall be due and payable at the rates and at the times determined in accordance with the Agreement during the term hereof to and including the Long Term Revolving Credit Termination Date and at maturity, and shall be calculated and adjusted in accordance with the terms of the Agreement. This Bid Rate Note is one of the Bid Rate Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof and for the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. THIS BID RATE NOTE SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAW.
FOR VALUE RECEIVED hereby sells, assigns and transfers unto --------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ---------------------------- Attorney, to transfer the within right Certificate on the books of the within- named Company, with full power of substitution. Dated: , -------------------------- ------ ------------------------------ Signature (Signature must conform in all respects to the name of holder as written upon the face of this Right Certificate, without alteration or enlargement or any change whatsoever.)
FOR VALUE RECEIVED hereby sells, assigns and transfers unto PLEASE 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 Certificate on the books of the Company, with full power of substitution in the premises. Dated: --------------------- Signature Signature Guaranteed 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. EXHIBIT B NO. WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECH, INC. CUSIP ___________ THIS CERTIFIES THAT, FOR VALUE RECEIVED, ----------------------------- or registered assigns (the "Registered Holder") is the owner of the number of Class B Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, $0.001 par value, of Cellcom Tech, Inc., a New York corporation (the "Company"), at any time from the Commencement Date (as hereinafter defined) to the Expiration Date (as hereinafter defined) upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor (the "Warrant Agent"), accompanied by payment of $3.50 per share, subject to adjustment (the "Purchase Price"), in lawful money of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of ____________, 200_, by and between the Company and the Warrant Agent. In the event of certain contingencies provided for in the Warrant Agreement, t...
FOR VALUE RECEIVED subject to the terms of the Agreement, Assignor hereby absolutely and irrevocably assigns, conveys, and transfers to Assignee all of Assignor’s right, title, and interest, if any, in and to any and all Leases (as defined in the Agreement) including but not limited to those Leases described on Exhibit “A” attached hereto.