Prior Warrant. The Company previously granted the Holder a warrant to purchase up to 400,000 shares of Common Stock, dated as of May 29, 2019 (the “Prior Warrant”). The Holder hereby (i) acknowledges that the Prior Warrant has not been exercised by the Holder, in full or in part and (ii) acknowledges and agrees that this Warrant terminates the Prior Warrant in its entirety. As of the Effective Date, the Prior Warrant is null and void, and the Holder releases the Company and its affiliates from any and all liability and obligations arising thereunder.
Prior Warrant. The Company and Holder each acknowledge and agree that this Amended and Restated Common Stock Warrant amends and restates, and supersedes and replaces, in its entirety, that certain Common Stock Warrant with the original Warrant Number CSWCN #[ ] and original issue date of [ ] (the “Prior Warrant”). Should there be any conflict between any of the terms of the Prior Warrant and the terms of this Warrant, the terms of this Warrant shall control. INVESTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN TAX ADVISOR WITH SPECIFIC REFERENCE TO ITS OWN TAX SITUATION AND THE POTENTIAL EFFECT OF APPLICABLE LAWS AND REGULATIONS. THE COMPANY HAS NOT AND DOES NOT PROVIDE ANY ADVICE CONCERNING ANY OF THE POTENTIAL TAX CONSIDERATIONS AND CONSEQUENCES RELATING TO THE ACQUISITION, OWNERSHIP OR DISPOSITION OF THIS WARRANT OR THE WARRANT STOCK. IN ADDITION, THE COMPANY HAS NOT OBTAINED, NOR DOES IT INTEND TO OBTAIN, A RULING FROM THE IRS OR AN OPINION OF COUNSEL WITH RESPECT TO ANY TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF THIS WARRANT OR THE WARRANT STOCK. NEITHER THE COMPANY, NOR ITS COUNSEL, XXXXXXX LEGAL GROUP, PLLC, IS RESPONSIBLE, NOR DOES EITHER DIRECTLY OR INDIRECTLY ASSUME RESPONSIBILITY, FOR THE TAX OR LEGAL CONSEQUENCES OF THIS WARRANT OR THE TRANSACTION TO INVESTOR. INVESTOR SHOULD CONSULT ITS OWN TAX AND LEGAL ADVISORS AS TO THE PARTICULAR TAX AND LEGAL CONSEQUENCES TO IT OF ACQUIRING, HOLDING OR DISPOSING OF THIS WARRANT OR THE WARRANT STOCK, INCLUDING THE EFFECT AND APPLICABILITY OF FEDERAL, STATE AND LOCAL TAX LAWS.
Prior Warrant. This Warrant and a warrant of like date and amount issued to Exeter Equity Partners, L.P. are being issued in exchange for the Company's Stock Purchase Warrant No. 3 dated May 30, 1997 issued to Exeter Venture Lenders, L.P. and giving it the right to acquire 319,900 shares of the Company's common stock. WITNESS the due execution of this Stock Purchase Warrant as of the date first written above with the intent to be legally bound. NEW ENGLAND AUDIO CO., INC. By: Jeffxxx X. Xxxxx ------------------------------------- Title: President ----------------------------------- ANNEX A to Warrant [SUBSCRIPTION FORM TO BE EXECUTED UPON EXERCISE OF THE WARRANT] The undersigned registered holder of the within Warrant hereby (1) subscribes for ___________________ shares which the undersigned is entitled to purchase under the terms of the within Warrant, (2) makes the full cash payment therefor called for by the within Warrant, and (3) directs that the shares issuable upon exercise of said Warrant be issued as follows: ---------------------------------------- (Name) Signature: ------------------------------ Dated: --------------------------------- ANNEX B to Warrant [TO BE EXECUTED TO EFFECT A TRANSFER OF THE WARRANT] FOR VALUE RECEIVED _____________________________________ hereby sells, assigns, and transfers unto ___________________________________________________ the right to purchase _________________ shares evidenced by the within Warrant, and does hereby irrevocably constitute and appoint ________________________ to transfer such right on the books of Company, with full power of substitution. ---------------------------------------- (Name) Signature: ------------------------------ Dated: --------------------------------- ANNEX C to Warrant [TO BE EXECUTED TO EFFECT AN EXCHANGE OF THE WARRANT] The undersigned registered holder of the within Warrant hereby directs the Company to exchange said Warrant for like warrants in the following denominations: ____________________________. ---------------------------------------- (Name) Signature: ------------------------------
Prior Warrant. Upon the Initial Closing, the Prior Warrant shall automatically terminate and the Prior Investor shall no longer have any rights thereunder.
Prior Warrant. The Company previously issued to Holder on June 20, 2013 a Common Stock Purchase Warrant to purchase 1,181,819 shares of Common Stock of the Company (the “Prior Warrant”). The Company and the Holder irrevocably agree that effective as of the date hereof, the Prior Warrant is hereby terminated in its entirety and of no further force or effect. Executed and delivered under seal on and as of the date first above written. VALERITAS, INC. By: Name: Title: Agreed and acknowledged CAPITAL ROYALTY PARTNERS II L.P. By CAPITAL ROYALTY PARTNERS II GP L.P., its General Partner By CAPITAL ROYALTY PARTNERS II GP LLC, its General Partner By Name: Xxxxxxx Xxxx Title: Sole Member Address for Notices: 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: General Counsel Tel.: Fax: Email: EXHIBIT A SUBSCRIPTION FORM The undersigned, the registered holder of the Warrant, hereby elects to exercise the purchase right represented by such Warrant as follows: _____ The undersigned hereby elects to purchase shares of Warrant Stock (as defined in this Warrant) and herewith makes payment of $ therefor. _____ The undersigned hereby elects to exercise this Warrant by the Net Exercise method described in Section 3(d) of this Warrant and to receive shares of Warrant Stock (as defined in this Warrant). The undersigned further requests that the certificates representing such shares be issued in the name of and delivered to and if such shares shall not include all of the shares issuable under this Warrant, that a new Warrant of like tenor and date be delivered to the undersigned for the shares not issued. Dated:
