Common use of of the Warrant Clause in Contracts

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: _____________, ______ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:

Appears in 2 contracts

Samples: Max Sound Corp, Max Sound Corp

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of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile (check if applicable) The undersigned hereby elects to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise make payment of the outstanding balance Aggregate Warrant Price of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: _____________, ____________________ [Transferor Name must conform to Dollars ($ _________) for ______________ (_____) shares of Common Stock using the name of Holder as specified on the face method described in Section 3.2(b) of the Warrant. Requested Denomination of Common Stock: ___________ shares Registered Holder: ___________ In order to induce the issuance of such securities the undersigned makes to the Company, as of the date hereof, the representations and warranties set forth in Section 8 of the Warrant. Unless otherwise defined herein, capitalized terms have the meanings provided in the Warrant. DATED: [HOLDER] By: Name: Signed in the presence ofTitle: (Name) ACCEPTED AND AGREEDEXHIBIT B FORM OF ACKNOWLEDGMENT To: [TRANSFEREEJGB] The undersigned hereby acknowledges that as of the date hereof ______________ (_____) shares of Common Stock remain subject to the right of purchase in favor of [HOLDER] pursuant to that certain Warrant to Purchase Shares of Common Stock of BITNILE HOLDINGS, INC. in favor of [HOLDER], dated as of [____________________] DATED: BITNILE HOLDINGS, INC. By: Name: Title: EXHBIT C FORM OF ASSIGNMENT REFERENCE IS MADE to that certain Warrant to Purchase Shares of Common Stock of BITNILE HOLDINGS, INC. (the “Warrant”), dated as of [______________], in favor of [HOLDER]. Unless otherwise defined, terms used herein have the meanings ascribed thereto in the Warrant. FOR VALUE RECEIVED, the undersigned Holder of record of this Warrant of BITNILE HOLDINGS, INC. (the “Company”), hereby sells, assigns and transfers unto the Assignee named below all of the rights, including, without limitation, the Purchase Rights (as such term is defined in this Warrant) of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Transferee/Assignee Address [No. of Shares]1 and does hereby irrevocably constitute and appoint the Secretary of the Company to make such transfer on the books of the Company, maintained for the purpose, with full power of substitution in the premises. Attached hereto, if and to the extent requested by the Company, is an opinion of counsel that the assignment is in compliance with or is exempt from, applicable federal and state securities laws. As provided in the Warrant, including but not limited to Section 6.2 of the Warrant, the Company may, in its reasonable discretion, decide whether such opinion is satisfactory, and Assignee and Holder agree to any reasonable delay in transfer caused by such evaluation. The Assignee acknowledges and agrees that the Warrant and the shares of Common Stock to be issued upon exercise thereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of the Warrant or any shares of stock to be issued upon exercise thereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws. ACCORDINGLY, THE FOLLOWING RESTRICTIVE LEGEND IS MADE APPLICABLE TO THIS ASSIGNMENT (AND TO THE WARRANT AND SECURITIES COVERED BY THE WARRANT AS ASSIGNED HEREBY TO ASSIGNEE): THIS ASSIGNMENT AND THE WARRANT AND THE SECURITIES UNDERLYING THE WARRANT AS ASSIGNED HEREBY, HAVE NOT BEEN REGISTERED UNDER THE ACT, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER. Dated: HOLDER: By: Name: Title: Dated: ASSIGNEE: By: Name: Title:

Appears in 2 contracts

Samples: BitNile Holdings, Inc., BitNile Holdings, Inc.

of the Warrant. As contemplated by [ ] Net Exercise the Warrant, this Notice of Exercise is being sent by facsimile attached Warrant with respect to ____________________ shares. The undersigned also makes the fax number and officer indicated above. If this Notice of Exercise represents representations set forth on the full exercise of the outstanding balance attached Exhibit B of the Warrant. Very truly yours, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] ---------------------------------------- By: ------------------------------------ Title: --------------------------------- EXHIBIT B INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO CLEARWIRE CORPORATION ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: THE WARRANT DATED _____________________, 2006, WILL BE ISSUED. _________________________________ [Transferor Name must conform Clearwire Corporation _____________________________________ Ladies and Gentlemen: The undersigned, ________________________________ ("Purchaser"), intends to acquire up to _________________shares of the Class A Common Stock (the "Common Stock") of Clearwire Corporation (the "Company") from the Company pursuant to the name exercise or conversion of Holder certain Warrants to purchase Common Stock held by Purchaser. The Common Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as specified amended (the "1933 Act") and applicable state securities laws. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the face of ground that this transaction is exempt from registration, and that reliance by the Warrant] By: Name: Signed Company on such exemptions is predicated in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Namepart on Purchaser's representations set forth in this letter. Accordingly, Purchaser represents, warrants and agrees as follows:

Appears in 2 contracts

Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: -------------------------------- -------------------------------- -------------------------------- Dated: ------------------- --------------------------- [Name of HolderInvestor] By: ------------------------ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the Warrant #1 to Purchase Shares of Common Stock dated as of October 7June 17, 2013 2015 (the "Warrant") to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value ("Common Stock"), of MAX SOUND CORPORATION EMPIRE GLOBAL CORP. specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s 's respective right on the books of MAX SOUND CORPORATION EMPIRE GLOBAL CORP. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred ----------------- ---------------------- ------------------ Dated: _____________, ______ ----------- ------ ------------------------------- [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ----------------------------- Name: --------------------------- Signed in the presence of: --------------------------- (Name) ACCEPTED AND AGREED: --------------------------- [TRANSFEREE] By: Name:]

Appears in 2 contracts

Samples: Empire Global Corp., Empire Global Corp.

of the Warrant. As contemplated by the III. In exercising this Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, confirms and transfers unto the person(s) named below under the heading “Transferees” the right represented by acknowledges that the Warrant to Purchase Shares and the shares of Common Stock dated to be issued upon exercise thereof are being acquired solely for the account of the undersigned and not as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s)a nominee for any other party, and appoints each for investment, and that the undersigned will not offer, sell or otherwise dispose of all or any portion of the Warrant or such person attorney to transfer Common Stock except under circumstances that will not result in a violation of the undersigned’s respective right on the books Securities Act of MAX SOUND CORPORATION with full power 1933, as amended, or any applicable state securities laws. Printed Name of substitution in the premises. Transferees Percentage Transferred Number Transferred DatedWarrantholder: _____________, __________________________ [Transferor Name must conform Signature: _______________________________________ Title (if signing on behalf of a Warrantholder): _______________________________________ Date: _______________________________________ Address: PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY FORM OF ASSIGNMENT For Value Received, the undersigned registered owner of this Warrant issued by Altus Biologics Inc. hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant No. W-_________, with respect to the name number of Holder as specified Warrant Shares of Common Stock set forth below: Name of Assignee Address Number of Warrant Shares and does hereby irrevocably constitute and appoint _______________________ attorney to make such transfer on the face books of Altus Biologics Inc., maintained for such purpose, with full power of substitution in the premises. Dated:_____________ _____________________________ Signature of registered owner Witness:_____________________ The Assignee acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant] By: , the Assignee shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: Signed _____________________ Print Title:_____________________ PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the presence of: Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:the "Agreement").

Appears in 2 contracts

Samples: Strategic Alliance Agreement (Altus Pharmaceuticals Inc.), Strategic Alliance Agreement (Altus Pharmaceuticals Inc.)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7June 24, 2013 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION MEDIJANE HOLDINGS, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION MEDIJANE HOLDINGS, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Medijane Holdings Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ Dated: [Name of HolderInvestor] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7July 24, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND STATIONDIGITAL CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND STATIONDIGITAL CORPORATION with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:

Appears in 1 contract

Samples: Stationdigital Corp

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ Exhibit A to Warrant, Page 2 EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7January 22, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION HOMELAND RESOURCES LTD. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION HOMELAND RESOURCES LTD. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Homeland Resources Ltd.

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) tofollowing denominations: Dated: ----------------------------------------------- [Type Name of Holder] By: EXHIBIT B -------------------------------------------- Title: ----------------------------------------- Dated: ----------------------------------- FORM OF TRANSFEROR ENDORSEMENT ASSIGNMENT (ENTIRE) [To be signed only on upon transfer of the entire Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: ] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _____________, ______________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ----------------------------------------------- [Transferor Type Name of Holder] By: -------------------------------------------- Title: ----------------------------------------- Dated: ------------------------------------- NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [To be signed only upon partial transfer of Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ----------------------------------------------- [Type Name of Holder] By: Name------------------------------------------- Title: Signed ----------------------------------------- Dated: -------------------------------- NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:every particular, without alteration or enlargement or any change whatsoever.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Keravision Inc /Ca/)

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) tofollowing denominations: Dated: --------------------------------------------- [Type Name of Holder] By: EXHIBIT B ------------------------------------------ Title: --------------------------------------- Dated: ------------------------------------------- FORM OF TRANSFEROR ENDORSEMENT ASSIGNMENT (To be signed only on transfer of the WarrantENTIRE) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _____________, ______________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. --------------------------------------------- [Transferor Type Name of Holder] By: ------------------------------------------ Title: --------------------------------------- Dated: ------------------------------------------- NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Preferred Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. --------------------------------------------- [Type Name of Holder] By: Name------------------------------------------ Title: Signed in the presence of--------------------------------------- Dated: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:-------------------------------------------

Appears in 1 contract

Samples: Acusphere Inc

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _______________________________________ _______________________________________ _______________________________________ Dated: _________________________ ______________________________ [Name of HolderInvestor] By: ___________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant #1 to Purchase Shares of Common Stock dated as of October 7September 26, 2013 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION WINDSTREAM TECHNOLOGIES, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION WINDSTREAM TECHNOLOGIES, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: _____________, ______ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:

Appears in 1 contract

Samples: Windstream Technologies, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. So that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common Stock equal in number to the Delivery Shares to: Name: ______________________________________ Address: _____________________________________ _____________________________________ To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC systemDTC Eligible, please deliver certificates a certificate representing non-DTC Eligible Common Stock equal in number to the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: party and address set forth immediately above. Dated: _____________________ ___________________________ [Name of Holder] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7December 17, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION CODESMART HOLDINGS, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION CODESMART HOLDINGS, INC. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: :___________, ______ _____________, _________________ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Codesmart Holdings, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ Exhibit A to Warrant, Page 2 EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7January 22, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION HOMELAND RESOURCES LTD. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION HOMELAND RESOURCES LTD. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________ Exhibit C Irrevocable Transfer Agent Instructions HOMELAND RESOURCES LTD. 0000 X. Xxxxx Boulevard #169 Las Vegas, Nevada 89146 IRREVOCABLE LETTER OF INSTRUCTIONS TO TRANSFER AGENT Date: January 22, 2015 First American Stock Transfer, Inc. 0000 Xxxxx 0Xx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000

Appears in 1 contract

Samples: Securities Purchase Agreement (Homeland Resources Ltd.)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of Holder] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7July 16, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.01 par value (“Common Stock”), of MAX SOUND CORPORATION COMPETITIVE TECHNOLOGIES, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION COMPETITIVE TECHNOLOGIES, INC. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: :___________, ______ _____________, _________________ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________ ANNEX IV TRANSFER AGENT LETTER THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPETITIVE TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. COMPETITIVE TECHNOLOGIES, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK

Appears in 1 contract

Samples: Securities Purchase Agreement (Competitive Technologies Inc)

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Datedfollowing denominations: [Type Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: _____________, _________ Title: ____________________ Dated: FORM OF ASSIGNMENT (ENTIRE) [Transferor TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: ______________________ Title: ____________________ Dated: NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Name______________________ Title: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name____________________ Dated:

Appears in 1 contract

Samples: Crown Books Corp

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7March 2, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION CROWDGATHER, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION CROWDGATHER, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: CrowdGather, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. So that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common Stock equal in number to the Delivery Shares to: Name: ______________________________________ Address: ___________________________________ ___________________________________ To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC systemDTC Eligible, please deliver certificates a certificate representing non-DTC Eligible Common Stock equal in number to the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: party and address set forth immediately above. Dated: _____________________ ___________________________________ [Name of Holder] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7June 21, 2013 (the “Warrant”"WARRANT") to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”"COMMON STOCK"), of MAX SOUND CORPORATION RED GIANT ENTERTAINMENT, INC. specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s 's respective right on the books of MAX SOUND CORPORATION RED GIANT ENTERTAINMENT, INC. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred ----------- ---------------------- ------------------ Dated: :___________, ______ _____________, ________________________ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: Name:]

Appears in 1 contract

Samples: Red Giant Entertainment, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause All shares to be surrendered) issued pursuant hereto shall be issued in the Warrant to name of and the Company at the initial address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares such person to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right entered on the books of MAX SOUND CORPORATION with full power the Company shall be: The shares are to be issued in certificates of substitution in the premises. Transferees Percentage Transferred Number Transferred Datedfollowing denominations: _____________, ______________________ [Transferor Type Name of Holder] By: _______________________________ Title: ____________________________ Dated:______________________ FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ___________________________________ [Type Name of Holder] By: _______________________________ Title: ____________________________ Dated:______________________ NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ___________________________________ [Type Name of Holder] By: Name_______________________________ Title: Signed ____________________________ Dated:______________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:every particular, without alteration or enlargement or any change whatsoever.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Abovenet Communications Inc)

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) tofollowing denominations: Dated: ------------------------------------------- [Type Name of Holder] By: EXHIBIT B ---------------------------------------- Title: ------------------------------------- Dated: ------------------------------ 33 FORM OF TRANSFEROR ENDORSEMENT ASSIGNMENT (To be signed only on transfer of the WarrantENTIRE) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises[TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT]. Transferees Percentage Transferred Number Transferred Dated: TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _____________, __________________ hereby sells, assigns and transfers unto __________________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint ____________________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ------------------------------------------- [Transferor Type Name of Holder] By: ---------------------------------------- Title: ------------------------------------- Dated: ------------------------------ NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ____________________________________ (i) the rights of the undersigned to purchase ____ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint ______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ------------------------------------------- [Type Name of Holder] By: Name---------------------------------------- Title: Signed ------------------------------------- Dated: ------------------------------ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:every particular, without alteration or enlargement or any change whatsoever.

Appears in 1 contract

Samples: Loan and Security Agreement (Cellomics Inc)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ___________________________ ___________________________ Dated: ______________________ [Name of Holder] By: :________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7June 11, 2013 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: :_____________, ___________ _________________________________ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: Name: Signed in the presence of: _______________________ (Name) ACCEPTED AND AGREED: _______________________ [TRANSFEREE] By: Name:

Appears in 1 contract

Samples: Max Sound Corp

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7November 25, 2013 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.00001 par value (“Common Stock”), of MAX SOUND CORPORATION PREMIER BIOMEDICAL, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION PREMIER BIOMEDICAL, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: Name: Signed in the presence of: _____________________________ (Name) _____________________________ ACCEPTED AND AGREED: _____________________________ [TRANSFEREE] By:__________________________ Name: Name:_______________________

Appears in 1 contract

Samples: Premier Biomedical Inc

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of Holder] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7May 31, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION CYCLONE POWER TECHNOLOGIES, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION CYCLONE POWER TECHNOLOGIES, INC. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: :___________, ______ _____________, _________________ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: Name:_______________________

Appears in 1 contract

Samples: Cyclone Power Technologies Inc

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) tofollowing denominations: Dated: -------------------------------------- [Type Name of Holder] By: EXHIBIT B -------------------------------------- Title: -------------------------------------- Dated: ----------- FORM OF TRANSFEROR ENDORSEMENT ASSIGNMENT (ENTIRE) [To be signed only on upon transfer of the entire Warrant) For value received, the undersigned ] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED hereby sells, assignsassigns and --------------------------- transfers unto all rights of the undersigned ------------------------------- under and pursuant to the within Warrant, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant undersigned does hereby irrevocably constitute and appoint Attorney to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to ------------------------------- transfer the undersigned’s respective right said Warrant on the books of MAX SOUND CORPORATION the Company, with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred -------------------------------------- [Type Name of Holder] By: -------------------------------------- Title: -------------------------------------- Dated: _____________, ______ [Transferor Name ----------- NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [To be signed only upon partial transfer of Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED hereby sells, assigns and ------------------------- transfers unto (i) the rights of the undersigned ------------------------------- to purchase shares of Common Stock under and pursuant to the within Warrant, --- and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint Attorney to ------------------------------ transfer the said Warrant on the books of the Company, with full power of substitution. -------------------------------------- [Type Name of Holder] By: Name-------------------------------------- Title: Signed -------------------------------------- Dated: ----------- NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:every particular, without alteration or enlargement or any change whatsoever.

Appears in 1 contract

Samples: Loan and Security Agreement (Lifecell Corp)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of Holder] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7July 16, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.01 par value (“Common Stock”), of MAX SOUND CORPORATION COMPETITIVE TECHNOLOGIES, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION COMPETITIVE TECHNOLOGIES, INC. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: :___________, ______ _____________, _________________ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________ ANNEX V SECRETARY’S CERTIFICATE COMPETITIVE TECHNOLOGIES, INC. SECRETARY’S CERTIFICATE I, M. Xxxxxxx Xxxxxx, hereby certify that I am the duly elected, qualified and acting Secretary of Competitive Technologies, Inc., a Delaware corporation (the “Company”), and am authorized to execute this Secretary’s Certificate (this “Certificate”) on behalf of the Company. This Certificate is delivered in connection with that certain Securities Purchase Agreement dated July 16, 2013 (the “Purchase Agreement”), by and between the Company and Tonaquint, Inc., a Utah corporation. All capitalized terms used but not defined in this Certificate shall have the meanings set forth in the Purchase Agreement. Solely in my capacity as Secretary, I certify that Schedule 1 attached hereto is a true, accurate and complete copy of all of the resolutions adopted by the Board of Directors of the Company (the “Resolutions”) approving and authorizing the execution, delivery and performance of the Purchase Agreement and related documents to which the Company is a party on the date hereof, and the transactions contemplated thereby. Such Resolutions have not been amended, rescinded or modified since their adoption and remain in effect as of the date hereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Competitive Technologies Inc)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ Exhibit B to Warrant EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant #1 to Purchase Shares of Common Stock dated as of October 7August 13, 2013 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND UNITED CANNABIS CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND UNITED CANNABIS CORPORATION with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: Name:_______________________

Appears in 1 contract

Samples: United Cannabis Corp

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor. So that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common Stock equal in number to the Holder as of such date. Delivery Shares to: Name: ______________________________________ Address: _____________________________________ _____________________________________ To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC systemDTC Eligible, please deliver certificates a certificate representing non-DTC Eligible Common Stock equal in number to the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, party and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premisesaddress set forth immediately above. Transferees Percentage Transferred Number Transferred Dated: _____________, ________ ___________________________ [Transferor Name must conform to the name of Holder as specified on the face of the WarrantInvestor] By: Name: Signed :________________________ Exhibit C GROWLIFE, INC. OFFICER’S CERTIFICATE The undersigned, Mxxxx Xxxxx, Chief Executive Officer of Growlife, Inc., a Delaware corporation (“Company”), in connection with the issuance of that certain Secured Convertible Promissory Note issued by Company on October 15, 2018 (the “Note”) in the presence of: original principal amount of $775,000.00 in favor of Iliad Research and Trading, L.P., a Utah limited partnership (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name“Investor”), pursuant to that certain Securities Purchase Agreement dated October 15, 2018 between Investor and Company (the “Purchase Agreement”), personally and in his capacity as an officer of Company, hereby represents, warrants and certifies that:

Appears in 1 contract

Samples: Security Agreement (Growlife, Inc.)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile Pursuant to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise terms of the outstanding balance Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or wire transfer. The undersigned also makes the representations set forth on the attached EXHIBIT B of the Warrant. Very truly yours, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] __________________________________________ By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: ______________________________________ Name: ____________________________________ Title: ___________________________________ EXHIBIT B TO WARRANT INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO XXXXX.XXX INC. ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED __________________, 199__, WILL BE ISSUED. _____________________, 19__ Xxxxx.xxx Inc. 000 X. XxXxxxx Street Suite 560 Chicago, IL 60614 Attn: Chief Executive Officer Ladies and Gentlemen: The undersigned, _______________________________________ [Transferor Name must conform ("Purchaser"), intends to acquire up to _______________ shares of the Common Stock (as defined in the Warrant to purchase such Common Stock held by the Purchaser (the "Warrant")) of Xxxxx.xxx Inc. (the "Company") from the Company pursuant to the name of Holder as specified on the face exercise or conversion of the Warrant] By: Name: Signed . The Common Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the presence of: Securities Act of 1933, as amended (Namethe "1933 Act") ACCEPTED AND AGREED: [TRANSFEREE] By: Nameand applicable state securities laws. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Accordingly, Purchaser represents, warrants and agrees as follows:

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Tunes Com Inc)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of HolderInvestor] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7March 5, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND HYDROCARB ENERGY CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND HYDROCARB ENERGY CORPORATION with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:

Appears in 1 contract

Samples: Hydrocarb Energy Corp

of the Warrant. As contemplated by the In exercising this Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, confirms and transfers unto acknowledges that the person(s) named below under the heading “Transferees” the right represented by the Warrant shares of Series D Stock to Purchase Shares be issued upon exercise hereof (and any shares of Common Stock dated acquired upon conversion thereof) are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of October 7, 2013 (the “Warrant”) to purchase the percentage any such securities except under circumstances that will not result in a violation of applicable federal and number of state securities laws. Please issue a certificate or certificates representing said shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution Series D Stock in the premises. Transferees Percentage Transferred Number Transferred name of the undersigned or in such other name as is specified below: Dated: _____________ _, _____________________________ [Transferor Name NAME By: ___________________________ (Signature must conform in all respects to the name of Holder as Holdxx xx specified on the face of the Warrant) Address: ---------------------------------- ---------------------------------- ---------------------------------- ANNEX B ------- NOTICE OF TRANSFER [To be signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Assignee named below the right represented by the within Warrant with respect to the number of shares of Series D Stock of FreeMarkets, Inc. set forth below: NAME OF ASSIXXXX ADDRESS NO. OF SHARES and appoints _______________ attorney to transfer said right on the warrant register of FreeMarkets, Inc. with full power of substitution in the premises. Dated: _____________ _______________________________ By: Name(Signature must conform in all respects to name of Holdxx xx specified on the face of the Warrant) Address: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:---------------------------------- ----------------------------------

Appears in 1 contract

Samples: Freemarkets Inc

of the Warrant. As contemplated by the In exercising this Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, confirms and transfers unto acknowledges that the person(s) named below under the heading “Transferees” the right represented by the Warrant shares of Series D Stock to Purchase Shares be issued upon exercise hereof (and any shares of Common Stock dated acquired upon conversion thereof) are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of October 7, 2013 (the “Warrant”) to purchase the percentage any such securities except under circumstances that will not result in a violation of applicable federal and number of state securities laws. Please issue a certificate or certificates representing said shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution Series D Stock in the premises. Transferees Percentage Transferred Number Transferred name of the undersigned or in such other name as is specified below: Dated: _____________ _, _____________________________ [Transferor Name NAME By: ___________________________ (Signature must conform in all respects to the name of Holder as specified on the face of the Warrant) Address: ---------------------------------- ---------------------------------- ---------------------------------- ANNEX B ------- NOTICE OF TRANSFER [To be signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Assignee named below the right represented by the within Warrant with respect to the number of shares of Series D Stock of FreeMarkets, Inc. set forth below: NAME OF ASSIGNEE ADDRESS NO. OF SHARES and appoints _______________ attorney to transfer said right on the warrant register of FreeMarkets, Inc. with full power of substitution in the premises. Dated: _____________ _______________________________ By: Name(Signature must conform in all respects to name of Holder as specified on the face of the Warrant) Address: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:---------------------------------- ----------------------------------

Appears in 1 contract

Samples: Freemarkets Inc

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of Holder] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant #1 to Purchase Shares of Common Stock dated as of October 7May 13, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION SOLAR WIND ENERGY TOWER INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION SOLAR WIND ENERGY TOWER INC. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: :___________, ______ _____________, _________________ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Solar Wind Energy Tower, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile (check if applicable) The undersigned hereby elects to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise make payment of the outstanding balance Aggregate Warrant Price of _________________________________ Dollars ($ _________) for ______________ (_____) shares of Common Stock using the method described in Section 3.2(b) of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares Requested Denomination of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: _____________________ shares Registered Holder: _____________________ In order to induce the issuance of such securities the undersigned makes to the Company, as of the date hereof, the representations and warranties set forth in Section 8 of the Warrant. Unless otherwise defined herein, capitalized terms have the meanings provided in the Warrant. DATED: _________________________ [Transferor Name must conform to the name of Holder as specified on the face of the WarrantHOLDER] By: Name: Signed Title: EXHIBIT B FORM OF ACKNOWLEDGMENT To: K2 HealthVentures Equity Trust LLC The undersigned hereby acknowledges that as of the date hereof ______________ (_____) shares of Common Stock remain subject to the right of purchase in the presence of: (Name) ACCEPTED AND AGREED: favor of [TRANSFEREEHOLDER] pursuant to that certain Warrant to Purchase Shares of Common Stock of VBI VACCINES INC. in favor of [HOLDER], dated as of [____________________] DATED:_________________________ VBI VACCINES INC. By: Name: Title: EXHIBIT C FORM OF ASSIGNMENT REFERENCE IS MADE to that certain Warrant to Purchase Shares of Common Stock of VBI VACCINES INC. (the “Warrant”), dated as of May 22, 2020 in favor of [HOLDER]. Unless otherwise defined, terms used herein have the meanings ascribed thereto in the Warrant. FOR VALUE RECEIVED, the undersigned Holder of record of this Warrant of VBI VACCINES INC. (the “Company”), hereby sells, assigns and transfers unto the Assignee named below all of the rights, including, without limitation, the Purchase Rights (as such term is defined in this Warrant) of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Transferee/Assignee Address [No. of Shares]1 and does hereby irrevocably constitute and appoint the Secretary of VBI VACCINES INC. to make such transfer on the books of VBI VACCINES INC., maintained for the purpose, with full power of substitution in the premises. Attached hereto, if and to the extent requested by the Company, is an opinion of counsel that the assignment is in compliance with or is exempt from, applicable federal and state securities laws. As provided in the Warrant, including but not limited to Section 6.2 of the Warrant, the Company may, in its reasonable discretion, decide whether such opinion is satisfactory, and Assignee and Holder agree to any reasonable delay in transfer caused by such evaluation. The Assignee acknowledges and agrees that the Warrant and the shares of Common Stock to be issued upon exercise thereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of the Warrant or any shares of stock to be issued upon exercise thereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws. ACCORDINGLY, THE FOLLOWING RESTRICTIVE LEGEND IS MADE APPLICABLE TO THIS ASSIGNMENT (AND TO THE WARRANT AND SECURITIES COVERED BY THE WARRANT AS ASSIGNED HEREBY TO ASSIGNEE): THIS ASSIGNMENT AND THE WARRANT AND THE SECURITIES UNDERLYING THE WARRANT AS ASSIGNED HEREBY, HAVE NOT BEEN REGISTERED UNDER THE ACT, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER. [UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF SHARES OF COMMON STOCK MUST NOT TRADE] THE SHARES OF COMMON STOCK BEFORE SEPTEMBER 23, 2020.] Dated:_________________________ HOLDER: By: Name: Title: Dated:_________________________ ASSIGNEE: By: Name: Title:

Appears in 1 contract

Samples: VBI Vaccines Inc/Bc

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant #1 to Purchase Shares of Common Stock dated as of October January 7, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION ARTEC GLOBAL MEDIA, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION ARTEC GLOBAL MEDIA, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: Name: Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Artec Global Media, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile Pursuant to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise terms of the outstanding balance Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or wire transfer. The undersigned also makes the representations set forth on the attached Exhibit B of the Warrant. Very truly yours, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] _______________________________________ By: :____________________________________ Title:_________________________________ EXHIBIT B INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO FLUX U.S. CORPORATION ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: THE WARRANT DATED __________________, 200__, WILL BE ISSUED. _____________________ [Transferor Name must conform FLUX U.S. Corporation _______________________ _______________________ Ladies and Gentlemen: The undersigned, _________________________ ("Purchaser"), intends to acquire up to ______________ shares of the Class A Common Stock (the "Common Stock") of FLUX U.S. Corporation (the "Company") from the Company pursuant to the name exercise or conversion of Holder certain Warrants to purchase Common Stock held by Purchaser. The Common Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as specified amended (the "1933 Act") and applicable state securities laws. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the face of ground that this transaction is exempt from registration, and that reliance by the Warrant] By: Name: Signed Company on such exemptions is predicated in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Namepart on Purchaser's representations set forth in this letter. Accordingly, Purchaser represents, warrants and agrees as follows:

Appears in 1 contract

Samples: Advisory Services Agreement (Clearwire Corp)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7December 2, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION SEANIEMAC INTERNATIONAL, LTD. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION SEANIEMAC INTERNATIONAL, LTD. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:

Appears in 1 contract

Samples: Seaniemac International, Ltd.

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) tofollowing denominations: Dated: ---------------------------------- [Type Name of Holder] By: EXHIBIT B ------------------------------- Title: ---------------------------- Dated: ------------------------------- FORM OF TRANSFEROR ENDORSEMENT ASSIGNMENT (ENTIRE) [To be signed only on upon transfer of the entire Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: ] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _____________, ______________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ---------------------------------- [Transferor Type Name of Holder] By: ------------------------------- Title: ---------------------------- Dated: ------------------------------- NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [To be signed only upon partial transfer of Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ---------------------------------- [Type Name of Holder] By: Name------------------------------- Title: Signed ---------------------------- Dated: ---------------------------------- NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:every particular, without alteration or enlargement or any change whatsoever.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Galagen Inc)

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of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause All shares to be surrendered) issued pursuant hereto shall be issued in the Warrant to name of and the Company at the initial address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares such person to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right entered on the books of MAX SOUND CORPORATION with full power the Company shall be: The shares are to be issued in certificates of substitution in the premises. Transferees Percentage Transferred Number Transferred Datedfollowing denominations: _____________, ______________________ [Transferor Type Name of Holder] By: _______________________________ Title: ____________________________ Dated:______________________ FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ___________________________________ [Type Name of Holder] By: _______________________________ Title: ____________________________ Dated:______________________ NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ___________________________________ [Type Name of Holder] By: Name_______________________________ Title: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name____________________________ Dated:______________________

Appears in 1 contract

Samples: Master Loan and Security Agreement (Abovenet Communications Inc)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor. So that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common Stock equal in number to the Holder as of such date. Delivery Shares to: Name: ______________________________________ Address: _____________________________________ _____________________________________ To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC systemDTC Eligible, please deliver certificates a certificate representing non-DTC Eligible Common Stock equal in number to the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: party and address set forth immediately above. Dated: [Name of HolderInvestor] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7September 24, 2013 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.00001 par value (“Common Stock”), of MAX SOUND CORPORATION INCEPTION MINING INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION INCEPTION MINING INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:

Appears in 1 contract

Samples: Inception Mining Inc.

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) tofollowing denominations: Dated: ------------------------------------ [Type Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: :_____________, _________________ Title:___________________________ Dated:______________________ FORM OF ASSIGNMENT (ENTIRE) [Transferor TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ----------------------------------- [Type Name of Holder] By:________________________________ Title:_____________________________ Dated:_________________ NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ----------------------------- [Type Name of Holder] By: Name: Signed :__________________________ Title:_______________________ Dated:_________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:every particular, without alteration or enlargement or any change whatsoever.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Cardima Inc)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile Pursuant to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise terms of the outstanding balance Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or wire transfer. The undersigned also makes the representations set forth on the attached Exhibit B of the Warrant. Very truly yours, By: Title: Exhibit B INVESTMENT REPRESENTATION THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO RECKSON SERVICE INDUSTRIES, INC., ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED DECEMBER __, 1999, WILL BE ISSUED. ------------, ---- Reckson Service Industries, Inc. 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attn: Chief Executive Officer Ladies and Gentlemen: The undersigned, ________________ ("Purchaser"), intends to acquire up to ______ shares of the Common Stock, $0.01 par value per share (the "Common Stock") of Reckson Service Industries, Inc. (the "Company") from the Company pursuant to the exercise or conversion of certain Warrants to purchase Common Stock held by Purchaser. The Common Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, Purchaser represents, warrants and agrees as follows: Purchaser is acquiring the Common Stock for its own account, to hold for investment, and Purchaser shall not make any sale, transfer or other disposition of the Common Stock in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC") or in violation of any applicable state securities law. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Purchaser has been informed that under the 1933 Act, the Holder either Common Stock must be held indefinitely unless it is subsequently registered under the 1933 Act or unless an exemption from such registration (1such as Rule 144) has previously surrendered is available with respect to any proposed transfer or disposition by Purchaser of the Warrant Common Stock. Purchaser further agrees that the Company may refuse to permit Purchaser to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the 1933 Act and any applicable state securities laws covering such transfer, or unless Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. Purchaser also understands and agrees that there will be placed on the certificate(s) for the Common Stock or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. These shares have been acquired for investment and may not be sold or otherwise transferred in the absence of an effective registration statement for these shares under the Securities Act and applicable state securities laws, or an opinion of counsel satisfactory to the Company that registration is not required and that an applicable exemption is available." Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser's resale of the Common Stock with Purchaser's counsel. Very truly yours, By: Title: EXHIBIT II FORM OF OPTION THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS EITHER (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR (B) THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. IN NO EVENT MAY THESE SECURITIES BE TRANSFERRED EARLIER THAN THE FIRST TO OCCUR OF (A) DECEMBER __, 2001, (B) A QUALIFIED IPO (AS DEFINED IN THAT CERTAIN EXCHANGE AGREEMENT DATED DECEMBER __, 1999 BY AND AMONG RECKSON SERVICE INDUSTRIES, INC., XXXXXX X. XXXXXXXXXXX AND H. XXXXX XXXX) AND (C) A CHANGE-IN-CONTROL TRANSACTION (AS DEFINED HEREIN). OPTION TO PURCHASE UP TO 394,737 SHARES OF COMMON STOCK OF ESOURCEONE, INC. (VOID AFTER THE EXPIRATION DATE SET FORTH HEREIN) O-1 This certifies that RECKSON SERVICE INDUSTRIES, INC., a Delaware corporation, or its permitted assigns (2) will surrender (or cause the "Holder"), for value received, is entitled to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: purchase from [Name of HolderParty Granting the Option] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”"Optionor"), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: an individual residing at ____________________, a maximum of 394,737 fully paid and nonassessable shares of the Common Stock, $.01 par value per share (the "Common Stock"), of eSourceOne, Inc., a Delaware corporation (the "Company") for cash at a price of $3.80 per share (as may be adjusted from time to time in accordance with Section 3, the "Stock Purchase Price") at any time or from time to time up to and including 5:00 p.m. (New York time), on the first to occur of (i) a Change-in-Control Transaction (as defined below), and (ii) December ______ [Transferor Name must conform , 2009 (the first of such dates in clauses (i) and (ii) being referred to herein as the "Expiration Date"). The shares purchasable hereunder are referred to as the "Purchasable Shares". Holder may purchase all or any part of the Purchasable Shares upon surrender to the name Optionor at the address of Optionor set forth above (or at such other location as the Optionor may advise the Holder as specified on in writing) of this Option properly endorsed with the face Form of Exercise Notice attached hereto duly completed and signed and against payment in cash or by check of the Warrant] By: Name: Signed aggregate Stock Purchase Price for the number of Purchasable Shares for which this Option is being exercised determined in accordance with the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Nameprovisions hereof. The Stock Purchase Price and the number of Purchasable Shares are subject to adjustment as provided in Section 3 of this Option. This Option is subject to the following terms and conditions:

Appears in 1 contract

Samples: Agreement (Reckson Services Industries Inc)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ______________________________ [Name of HolderInvestor] By: :____________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7March 12, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION BOSTON THERAPEUTICS, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION BOSTON THERAPEUTICS, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Boston Therapeutics, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. So that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common Stock equal in number to the Delivery Shares to: Name: _____________________________________ Address: _____________________________________ _____________________________________ To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC systemDTC Eligible, please deliver certificates a certificate representing non-DTC Eligible Common Stock equal in number to the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: party and address set forth immediately above. Dated: ___________________________ _________________________________ [Name of Holder] By: :______________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7June 24, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.00001 par value (“Common Stock”), of MAX SOUND CORPORATION TAURIGA SCIENCES, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION TAURIGA SCIENCES, INC. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Tauriga Sciences, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ Exhibit A to Warrant, Page EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7April 14, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION ULURU INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION ULURU INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________ Exhibit B to Warrant, Page

Appears in 1 contract

Samples: ULURU Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile email to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the entire Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: _____________, ________________________ _____________________________________ _____________________________________ Dated: [Transferor Name must conform to the name of Holder as specified on the face of the WarrantInvestor] By: Name: Signed in the presence of: EXHIBIT B Warrant #2 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (NameTHE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) ACCEPTED A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND AGREED: [TRANSFEREE] By: Name:ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. HUMBL, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK

Appears in 1 contract

Samples: Securities Purchase Agreement (Humbl, Inc.)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7April 28, 2013 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION DNA PRECIOUS METALS, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION DNA PRECIOUS METALS, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Dna Precious Metals Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission For purposes of this Notice the term "Aggregate Price" means the product obtained by multiplying the number of Exercise; provided that shares of Common Stock for which the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent is exercisable times the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) toPrice. ------------------------------------------- SIGNATURE DATE: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT -------------------- -------------------------------------------- ADDRESS (To be signed only on transfer of Executed by the Registered Holder if he Desires to Transfer the Warrant) For value receivedFOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares purchase shares of Common Stock dated as of October 7ADVANCED VIRAL RESEARCH CORP., 2013 (evidenced by the within Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney does hereby irrevocably constitute and appoint Attorney to transfer the undersigned’s respective right said Warrant on the books of MAX SOUND CORPORATION the Company, with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated------------------------------------------- SIGNATURE -------------------------------------------- ADDRESS DATED: _____________--------------------- IN THE PRESENCE OF: --------------------------- EXHIBIT D-2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (COLLECTIVELY, ______ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: Name: Signed in the presence of: THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (NameTHE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:UNLESS IN ACCORDANCE WITH REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $.00001 PER SHARE OF ADVANCED VIRAL RESEARCH CORP. -----------------------------------------------------------------------

Appears in 1 contract

Samples: Securities Purchase Agreement (Advanced Viral Research Corp)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile Pursuant to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise terms of the outstanding balance of Warrant the Warrantundersigned has delivered the Exercise Price herewith in full in cash or by certified check or wire transfer. Very truly yours, the Holder either -------------------------------- (1Signature) has previously surrendered the Warrant to the Company or -------------------------------- (2Print Name) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B ASSIGNMENT FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, assigns and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7____________, 2013 (the “Warrant”) to purchase the percentage whose address is _________________ and social security or other identifying number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: is _______________, the warrant dated May 2, 2006 (the "Warrant") issued to it, him or her by BigString Corporation (the "Company") with respect to __________________ [Transferor Name must conform shares of BigString Corporation common stock, par value $.0001 per share ("Common Stock"), and hereby irrevocably constitutes and appoints the Secretary of BigString Corporation as its, his or her attorney-in-fact to transfer the same on the books of the Company with full power of substitution and re-substitution. If said number of shares is less than all of the shares of Common Stock purchasable under the Warrant so assigned, the undersigned requests that a new Warrant representing the remaining shares underlying the Warrant be registered in the name of Holder as specified on ________________, whose address is ___________________ and social security or other identifying number is __________________, and that such new Warrant be delivered to _____________________, whose address is _____________________. Date: ------------------------ --------------------------------- (Signature) --------------------------------- (Print Name) Appendix B WARRANT NO. 2 Dated May 2, 2006 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, ASSIGNED, HYPOTHECATED OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (II) AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL, THAT AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. WARRANT TO PURCHASE 225,000 SHARES OF THE COMMON STOCK OF BigString Corporation (Void after May 2, 2011) This certifies that Lifeline Industries, Inc., or its assigns (each, individually, the face "Holder"), for value received, shall be entitled to purchase from BIGSTRING CORPORATION, a Delaware corporation (the "Company"), having its principal place of business at 3 Harding Road, Suite F, Red Bank, New Jersey 07701, a maximum xx 000,000 fully paid and non-assessable shares of the Company's common stock, par value $.0001 per share ("Common Stock"), for a purchase price equal to $1.00 per share (the "Exercise Price"), at any time, or from time to time, up to and including the earlier of (x) 5:00 p.m. Eastern time on May 2, 2011 and (y) immediately prior to any Organic Change (as defined in Section 4.3) (the "Expiration Date"), upon the surrender to the Company at its principal place of business (or at such other location as the Company may advise the Holder in writing) of this Warrant] By: Name: Signed , issued on May 2, 2006, and a properly endorsed form of subscription, substantially in the presence of: form attached hereto as Exhibit A (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Namethe "Subscription Form"), duly completed and signed, and, if ---------- applicable, upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment as provided in Section 4 of this Warrant. This Warrant is subject to the following terms and conditions:

Appears in 1 contract

Samples: Business Consultant Services Agreement (BigString CORP)

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) tofollowing denominations: Dated: ----------------------------------- [Type Name of Holder] By: EXHIBIT B ------------------------------- Title: ---------------------------- Dated: ---------------------------- FORM OF TRANSFEROR ENDORSEMENT ASSIGNMENT (ENTIRE) [To be signed only on upon transfer of the entire Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: ] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _____________, ______________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ----------------------------------- [Transferor Type Name of Holder] By: ----------------------------------- Title: ----------------------------------- Dated: ----------------------------------- NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [To be signed only upon partial transfer of Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ----------------------------------- [Type Name of Holder] By: Name------------------------------- Title: Signed ---------------------------- Dated: ---------------------------- NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:every particular, without alteration or enlargement or any change whatsoever.

Appears in 1 contract

Samples: Rhythms Net Connections Inc

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause All shares to be surrendered) issued pursuant hereto shall be issued in the Warrant to name of and the Company at the initial address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares such person to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right entered on the books of MAX SOUND CORPORATION with full power Nhancement Technologies Inc. shall be: The shares are to be issued in certificates of substitution in the premises. Transferees Percentage Transferred Number Transferred Datedfollowing denominations: _____________, _______________________ [Transferor Type Name of Holder] By:_________________________________ Title:______________________________ Dated:____________________________ EXHIBIT B FORM OF ASSIGNMENT (ENTIRE) [To be signed only upon transfer of entire Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE ATTACHED WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the attached Warrant, and the undersigned does hereby irrevocably constitute and appoint _____________________ Attorney to transfer said Warrant on the books of Nhancement Technologies Inc., with full power of substitution. ____________________________________ [Type Name of Holder] By:_________________________________ Title:______________________________ Dated:____________________________ NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C FORM OF ASSIGNMENT (PARTIAL) [To be signed only upon partial transfer of Warrant] By: Name: Signed in TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE ATTACHED WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the presence of: rights of the undersigned to purchase _____________ shares of Common Stock under and pursuant to the attached Warrant, and (Nameii) ACCEPTED AND AGREED: on a non-exclusive basis, all other rights of the undersigned under and pursuant to the attached Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer said Warrant on the books of Nhancement Technologies Inc., with full power of substitution. ____________________________________ [TRANSFEREEType Name of Holder] By: Name:_________________________________ Title:______________________________ Dated:____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT D REGISTRATION RIGHTS The Common Stock issuable upon exercise of the attached Warrant shall be deemed "registrable securities" under, and Holder of the attached Warrant shall otherwise be entitled to the benefit of, the following agreement (the "Agreement") between Company and its investor(s): ------------------------------------------------------------------------------- [Identify Agreement by date, title and parties.] Company agrees that no amendments shall be made to the Agreement which would have an adverse impact on Holder's registration rights thereunder without the consent of Holder. By acceptance of the Warrant to which this Exhibit D is attached, Holder shall be deemed to be a party to the Agreement. If no Agreement is identified above, then Holder shall be entitled to the benefits of the following registration rights (hereinafter referred to as the "Registration Rights") which shall be incorporated into and deemed part of the attached Warrant:

Appears in 1 contract

Samples: Nhancement Technologies Inc

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) tofollowing denominations: Dated: --------------------------------------------- [Type Name of Holder] By: EXHIBIT B ------------------------------------------ Title: --------------------------------------- Dated: ------------------------------------------- - 10 - 11 FORM OF TRANSFEROR ENDORSEMENT ASSIGNMENT (To be signed only on transfer of the WarrantENTIRE) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _____________, ______________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. --------------------------------------------- [Transferor Type Name of Holder] By: ------------------------------------------ Title: --------------------------------------- Dated: ------------------------------------------- NOTICE The signature to the foregoing Assignment must conform correspond to the name of Holder as specified on written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Preferred Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. --------------------------------------------- [Type Name of Holder] By: Name------------------------------------------ Title: Signed in the presence of--------------------------------------- Dated: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:-------------------------------------------

Appears in 1 contract

Samples: Acusphere Inc

of the Warrant. As contemplated by All shares to be issued pursuant hereto shall be issued in the Warrant, this Notice name of Exercise is being sent by facsimile and the initial address of such person to be entered on the fax number and officer indicated above. If this Notice of Exercise represents the full exercise books of the outstanding balance Company shall be: The shares are to be issued in certificates of the following denominations: The Holder confirms and acknowledges the investment representations made in Section 12 of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: ____________________________________ [Type Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred ____________________________________ Title: ____________________________________ Dated: __________________________ FORM OF ASSIGNMENT (ENTIRE) (To be signed only upon transfer of entire Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________________ hereby sells, assigns and transfers unto___________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _________________________________ Attorney to transfer the said Warrant on the books of the Company, with fall power of substitution. [Type Name of Holder] By: Title: Dated: _____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. Acknowledged and accepted: ___________________________________ [Transferor Name must conform Type name of assignee] FORM OF ASSIGNMENT (PARTIAL) [To be signed only upon partial transfer of Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________________ hereby sells, assigns and transfers unto _____________________________ (i) the rights of the undersigned to purchase _______ shares of Common Stock under and pursuant to the name within Warrant, and (ii) on a non-exclusive basis, all other rights of Holder as specified the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint ____________________________ Attorney to transfer the said Warrant on the face books of the WarrantCompany, with full power of substitution. __________________________________ [Type Name of Holder] By: Name______________________________ Title: Signed in the presence of___________________________ Dated: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:_____________________________

Appears in 1 contract

Samples: Curis Inc

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7December 30, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: _____________, ______ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:

Appears in 1 contract

Samples: Max Sound Corp

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred _____________________________________ _____________________________________ _____________________________________ Dated: _____________, ________ ___________________________ [Transferor Name must conform to the name of Holder as specified on the face of the WarrantInvestor] By: Name: Signed :________________________ EXHIBIT C ALLOCATION OF PURCHASE PRICE Purchase Price Note Tranche OID/Transaction Expense Warrant Initial Cash Purchase Price Initial Tranche $25,000.00 Warrant Investor Note Subsequent Tranche $5,000.00 Exhibit C – Allocation of Purchase Price Page 1 REAC GROUP, INC. OFFICER’S CERTIFICATE The undersigned, Xxxxxx XxXxxxxxx, Chief Executive Officer of REAC Group, Inc., a Florida corporation (“Company”), in connection with the issuance of that certain Convertible Promissory Note issued by Company on March 13, 2017 (the “Note”) in the presence of: original principal amount of $230,000.00 in favor of Iliad Research and Trading, L.P., a Utah limited partnership (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name“Investor”), pursuant to that certain Securities Purchase Agreement dated March 13, 2017 between Investor and Company (the “Purchase Agreement”), personally and in his capacity as an officer of Company, hereby represents, warrants and certifies that:

Appears in 1 contract

Samples: Securities Purchase Agreement (Reac Group, Inc.)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7_________, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION REJUVEL BIO-SCIENCES, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION REJUVEL BIO-SCIENCES, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Technology Applications International Corp

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor. So that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common Stock equal in number to the Holder as of such date. Delivery Shares to: Name: ______________________________________ Address: _____________________________________ _____________________________________ To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC systemDTC Eligible, please deliver certificates a certificate representing non-DTC Eligible Common Stock equal in number to the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: party and address set forth immediately above. Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7April 24, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION ISLET SCIENCES, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION ISLET SCIENCES, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Islet Sciences, Inc

of the Warrant. As contemplated by the III. In exercising this Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, confirms and transfers unto the person(s) named below under the heading “Transferees” the right represented by acknowledges that the Warrant to Purchase Shares and the shares of Common Stock dated to be issued upon exercise thereof are being acquired solely for the account of the undersigned and not as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s)a nominee for any other party, and appoints each for investment, and that the undersigned will not offer, sell or otherwise dispose of all or any portion of the Warrant or such person attorney to transfer Common Stock except under circumstances that will not result in a violation of the undersigned’s respective right on the books Securities Act of MAX SOUND CORPORATION with full power 1933, as amended, or any applicable state securities laws. Printed Name of substitution in the premises. Transferees Percentage Transferred Number Transferred DatedWarrantholder: _____________, ___________________ [Transferor Name must conform Signature: ________________________________ Title (if signing on behalf of a Warrantholder): ________________________________ Date: ________________________________ Address: ________________________________ PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. FORM OF ASSIGNMENT For Value Received, the undersigned registered owner of this Warrant issued by Altus Biologics Inc. hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant No. W-_________, with respect to the name number of Holder as specified Warrant Shares of Common Stock set forth below: Name of Assignee Address Number of Warrant Shares ---------------- ------- ------------------------ and does hereby irrevocably constitute and appoint _______________________ attorney to make such transfer on the face books of Altus Biologics Inc., maintained for such purpose, with full power of substitution in the premises. Dated:_____________ _____________________________ Signature of registered owner Witness:___________________ The Assignee acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant] By: , the Assignee shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _______________________________ Signature of Assignee Print Name: Signed ___________________ Print Title:___________________ PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the presence of: Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:the "Agreement").

Appears in 1 contract

Samples: Strategic Alliance Agreement (Altus Pharmaceuticals Inc.)

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such dateInvestor. To the extent the Warrant Delivery Shares are not able to be delivered to the Holder Investor via the DWAC system, please deliver certificates representing the Warrant Delivery Shares to the Holder Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant #1 to Purchase Shares of Common Stock dated as of October 7January 16, 2013 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION REVE TECHNOLOGIES, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION REVE TECHNOLOGIES, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: Name: Name Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:

Appears in 1 contract

Samples: Reve Technologies, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) Investor will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor. So that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common Stock equal in number to the Holder as of such date. Delivery Shares to: Name: ______________________________________ Address: _____________________________________ _____________________________________ To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC systemDTC Eligible, please deliver certificates a certificate representing non-DTC Eligible Common Stock equal in number to the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: party and address set forth immediately above. Dated: _____________________ ___________________________ [Name of HolderInvestor] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7July 16, 2013 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION ENDEAVOR IP, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney attorney-in-fact to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION ENDEAVOR IP, INC. with full power of substitution in the premisessubstitution. Transferees Percentage Transferred Number Transferred Dated: __:___________, ______ ______________________________ [Transferor Name must conform to the name of Holder Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name:: _____________________

Appears in 1 contract

Samples: Endeavor Ip, Inc.

of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. So that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Common Stock equal in number to the Delivery Shares to: Name: ______________________________________ Address: _____________________________________ _____________________________________ To the extent the Warrant Delivery Shares are not able to be delivered to the Holder via the DWAC systemDTC Eligible, please deliver certificates a certificate representing non-DTC Eligible Common Stock equal in number to the Warrant Delivery Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: party and address set forth immediately above. Dated: _____________________ ___________________________ [Name of Holder] By: :________________________ EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 [_______] (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION DETHRONE ROYALTY HOLDINGS, INC. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION DETHRONE ROYALTY HOLDINGS, INC. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: :___________, ______ _____________, _________________ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: Name:_______________________

Appears in 1 contract

Samples: Dethrone Royalty Holdings, Inc.

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