WITNESS. XXXXX XXXXXXXXX --------------------- Xxxxx Xxxxxxxxx
WITNESS. EXHIBIT A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: BRAVO! FOODS INTERNATIONAL CORP. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _____________________________________________________ whose address is _________________________________________________ ______________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from registration under the Securities Act. Dated:___________________ ----------------------------------------- (Signature must conform to name of holder as specified on the face of the Warrant) ----------------------------------------- ----------------------------------------- (Address) EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of 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 within Warrant to purchase the percentage and number of shares of Common Stock of BRAVO! FOODS INTERNATIONAL CORP. to wh...
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscrib...
WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 1999. ATTEST: RESORTQUEST INTERNATIONAL, INC. _______________________________________ By:____________________________ [Secretary or Assistant Name: Secretary] Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:____________________________________ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED____________________________________________ hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________. _____________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _____________, ____.
WITNESS. Xxxxx X. Xxxxxx
WITNESS. CALGON CARBON CORPORATION, a Delaware corporation /s/ Xxxxxxx Xxxxxxx Ligo By: /s/ Xxxxxx X. Xxxxxx (SEAL) Name: Xxxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer GUARANTORS: WITNESS: CALGON CARBON INVESTMENTS, INC., a Delaware corporation /s/ Xxxxxxx Xxxxxxx Ligo By: /s/ Xxxxxx X. Xxxxxx (SEAL) Name: Xxxxxx X. Xxxxxx Title: Vice President and Treasurer WITNESS: BSC COLUMBUS, LLC, a Delaware limited liability company /s/ Xxxxxxx Xxxxxxx Ligo By: /s/ Xxxxxx X. X’Xxxxx (SEAL) Name: Xxxxxx X. X’Xxxxx Title: Manager WITNESS: CCC COLUMBUS, LLC, a Delaware limited liability company /s/ Xxxxxxx Xxxxxxx Ligo By: /s/ Xxxxxx X. X’Xxxxx (SEAL) Name: Xxxxxx X. X’Xxxxx Title: Manager WITNESS: CALGON CARBON HOLDINGS, LLC, a Delaware limited liability company /s/ Xxxxxxx Xxxxxxx Ligo By: /s/ Xxxxxx X. Xxxxxx (SEAL) Name: Xxxxxx X. Xxxxxx Title: Manager WITNESS: HYDE MARINE, INC., an Ohio corporation /s/ Xxxxxxx Xxxxxxx Ligo By: /s/ Xxxxxxx X. Xxxx (SEAL) Name: Xxxxxxx X. Xxxx Title: Vice President and Secretary AGENT AND LENDERS: FIRST COMMONWEALTH BANK, as a Lender and as Agent By: /s/ C. Xxxxxxx Xxxxx Name: C. Xxxxxxx Xxxxx Title: Executive Vice President CITIZENS BANK OF PENNSYLVANIA, as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Vice President FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President ANNEX I Pricing Grid Applicable Margins and Fees Based on Leverage Ratio – Pricing Level Leverage Ratio – Pricing Euro-Rate Margin Base Rate Margin Commitment Fee Letter of Credit Fee I Less than or equal to 1.00 to 1.00 1.25 % 0.00 % 0.25 % 1.25 % II Greater than 1.00 to 1.00, but less than or equal to 1.50 to 1.00 1.50 % 0.00 % 0.25 % 1.50 % III Greater than 1.50 to 1.00, but less than or equal to 2.00 to 1.00 1.75 % 0.00 % 0.25 % 1.75 % IV Greater than 2.00 to 1.00 2.00 % 0.00 % 0.375 % 2.00 % ANNEX II COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES Part 1 - Commitments of Lenders and Addresses for Notices to Lenders Lender Amount of Revolving Credit Commitment Ratable Share Name: First Commonwealth Bank Address: 000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: C. Xxxxxxx Xxxxx, Executive Vice President Telephone: 000-000-0000 Telecopy: 000-000-0000 With a copy to: Address: 000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxxx, Agency Services Telephone: 000-000-0000 Telecopy: 000-000-0000 Electronic Mail:...
WITNESS. ENGINEER: BY: Printed or Typed Name Printed or Typed Title Tax Identification No. ATTEST: CITY OF ARLINGTON, TEXAS: Xxxx Xxxxxx, City Secretary BY: Xxxxx X. Xxxxxxxx Printed or Typed Name Director of Water Utilities Printed or Typed Title APPROVED AS TO FORM: XXXXX XXXXX, City Attorney BY: THE STATE OF TEXAS § COUNTY OF TARRANT § Engineer Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act of , a corporation of County, Texas, and as thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the , 20 . day of (SEAL) Notary Public in and for the State of Texas Notary's Printed Name My Commission Expires: THE STATE OF TEXAS § COUNTY OF TARRANT § Municipal Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Xxxxx X. Xxxxxxxx, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act of the City of Arlington, Texas, a Texas municipal corporation, and as the Director of Water Utilities thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the , 20 . ___ day of (SEAL) Notary Public in and for the State of Texas Notary's Printed Name My Commission Expires: PRIME AND SUBS & MINORITY/WOMEN BUSINESS ENTERPRISE (MWBE) REPORT Please complete this form, include copy of certification(s) and return with executed contracts Project Name: Project No: Date: LEGEND
WITNESS s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx X. Xxxxxx Executive Secretary 000 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000
WITNESS. NOTICE: The signature on this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.
