SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Warrant Agent. Countersigned: Dated: [____________], 2012 Computershare Shareowner Services LLC, as Warrant Agent Signature Authorized Signatory EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of New GMR Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by ______ New GMR Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary”), to purchase New GMR Common Stock and (check one): o herewith tenders this New GMR Warrant for _______ New GMR Common Stock pursuant to the net issuance exercise provisions of Section 4.5 of the Warrant Agreement. This exercise and election shall obe immediately effective or o shall be effective as of 5:00 pm., Eastern Time, on [insert date]. The undersigned requests that the New GMR Common Stock issuable upon exercise of the New GMR Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the New GMR Common Stock are evidenced by global securities, the New GMR Common Stock shall be registered in the name of the Depositary or its nominee. Dated:
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SIGNATURE GUARANTEED BY. Signatures must be guaranteed XXXXXXX X-0 FORM OF FACE OF GLOBAL WARRANT CERTIFICATE VOID AFTER JULY 15, 2019 This Global Warrant Certificate is held by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Warrant Agent. Countersigned: Dated: [____________], 2012 Computershare Shareowner Services LLC, as Warrant Agent Signature Authorized Signatory EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of New GMR Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by ______ New GMR Warrants held for its benefit through the book-entry facilities of The Depository Depositary Trust Company (the “Depositary”)) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to purchase New GMR Common Stock any Person under any circumstances except that (i) this Global Warrant Certificate may be exchanged in whole but not in part pursuant to Section 6(a) of the Warrant Agreement, (ii) this Global Warrant Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section 6(h) of the Warrant Agreement and (check one): o herewith tenders iii) this New GMR Global Warrant for _______ New GMR Common Stock Certificate may not be transferred to a successor Depositary except pursuant to the net issuance exercise provisions of Section 4.5 6(e) of the Warrant Agreement. This exercise and election shall obe immediately effective or o shall be effective as of 5:00 pm., Eastern Time, on [insert date]. The undersigned requests that the New GMR Common Stock issuable upon exercise Unless this Global Warrant Certificate is presented by an authorized representative of the New GMR Warrants be in registered form in Depositary to the authorized denominationsCompany or the Warrant Agent for registration of transfer, registered in such names exchange or payment and delivered, all as specified in accordance with the instructions set forth below; provided, that if the New GMR Common Stock are evidenced by global securities, the New GMR Common Stock shall be any certificate issued is registered in the name of Cede & Co. or such other entity as is requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful because the registered owner hereof, Cede & Co., has an interest herein. Transfers of this Global Warrant Certificate shall be limited to transfers in whole, but not in part, to nominees of the Depositary or to a successor thereof or such successor’s nominee, and transfers of portions of this Global Warrant Certificate shall be limited to transfers made in accordance with the restrictions set forth in Section 6 of the Warrant Agreement. No registration or transfer of the securities issuable pursuant to the Warrant will be recorded on the books of the Company until such provisions have been complied with. CUSIP No. [•] No. WARRANT TO PURCHASE SHARES OF COMMON STOCK AVEO PHARMACEUTICALS, INC. GLOBAL WARRANT TO PURCHASE COMMON STOCK FORM OF FACE OF WARRANT CERTIFICATE VOID AFTER JULY 15, 2019 This Warrant Certificate (“Warrant Certificate”) certifies that or its nomineeregistered assigns is the registered holder of a Warrant (the “Warrant”) of AVEO Pharmaceuticals, Inc. a Delaware corporation (the “Company”), to purchase the number of shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company set forth above. Dated:This warrant expires on July 15, 2019 (such date, the “Expiration Date”), and entitles the holder to purchase from the Company the number of fully paid and non-assessable Shares set forth above at the exercise price (the “Exercise Price”) multiplied by the number of Shares set forth above (the “Exercise Amount”), payable to the Company either by certified or official bank or bank cashiers check payable to the order of the Company, or by wire transfer in immediately available funds of the Exercise Amount to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m. New York City time, on the Business Day immediately prior to the settlement date, which settlement date is two Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The initial Exercise Price shall be $3.00. The Exercise Price and the number of Shares purchasable upon exercise of this Warrant are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. No Warrant may be exercised prior to the Distribution Date or after the Expiration Date; provided, however, that Warrants are only exercisable if (i) a shelf registration statement covering the issuance of the Shares to the holders upon exercise of the Warrants is effective under the Securities Act and (ii) the Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such holders reside. After the Expiration Date, the Warrants will become wholly void and of no value. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.
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Samples: Warrant Agreement
SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Warrant AgentProgram. Countersigned: Dated: [____________]_________, 2012 Computershare Shareowner Services 20___ AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Signature Authorized Signatory EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of New GMR Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by ______ New GMR _____________Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary“ Depositary ”), to purchase New GMR Common Stock Warrant Shares and (check one): o ☐ herewith tenders this New GMR Warrant payment for ____________________ New GMR Common Stock pursuant to the net issuance exercise provisions of Section 4.5 of the Warrant Agreement. Shares to the order of BioScrip, Inc. in the amount of $ _________________ in accordance with the terms of the Warrant Agreement and this Warrant; or ☐ This exercise and election shall obe ☐ be immediately effective or o ☐ shall be effective as of 5:00 pm., Eastern TimeNew York time, on [insert date]______________________. The undersigned requests that the New GMR Common Stock Warrant Shares issuable upon exercise of the New GMR Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the New GMR Common Stock Warrant Shares are evidenced by global securities, the New GMR Common Stock Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated:: __________________ NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: CONTACT NAME: TELEPHONE (INCLUDING INTERNATIONAL CODE): FAX (INCLUDING INTERNATIONAL CODE): SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: DEPOSITARY ACCOUNT NO: WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: (PLEASE PRINT) CONTACT NAME: TELEPHONE (INCLUDING INTERNATIONAL CODE): FAX (INCLUDING INTERNATIONAL CODE): SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: DEPOSITARY ACCOUNT NO: FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: (PLEASE PRINT) ADDRESS: CONTACT NAME: TELEPHONE (INCLUDING INTERNATIONAL CODE): FAX (INCLUDING INTERNATIONAL CODE): SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):
Appears in 1 contract
Samples: Common Stock Warrant Agreement
SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Warrant AgentProgram. Countersigned: Dated: [____________]_________, 2012 Computershare Shareowner Services 20___ AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Signature Authorized Signatory EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of New GMR Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by ______ New GMR _____________Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary“ Depositary ”), to purchase New GMR Common Stock Warrant Shares and (check one): o ☐ herewith tenders this New GMR Warrant payment for ____________________ New GMR Common Stock pursuant to the net issuance exercise provisions of Section 4.5 of the Warrant Agreement. Shares to the order of BioScrip, Inc. in the amount of $ _________________ in accordance with the terms of the Warrant Agreement and this Warrant; or ☐ This exercise and election shall obe ☐ be immediately effective or o ☐ shall be effective as of 5:00 pm., Eastern TimeNew York time, on [insert date]______________________. The undersigned requests that the New GMR Common Stock Warrant Shares issuable upon exercise of the New GMR Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the New GMR Common Stock Warrant Shares are evidenced by global securities, the New GMR Common Stock Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated: __________________ NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: CONTACT NAME: TELEPHONE (INCLUDING INTERNATIONAL CODE: FAX (INCLUDING INTERNATIONAL CODE): SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: DEPOSITARY ACCOUNT NO:
Appears in 1 contract
SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Warrant AgentProgram. Countersigned: Dated: [, 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Signature ____________], 2012 Computershare Shareowner Services LLC, as Warrant Agent Signature ________________ Authorized Signatory EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of New GMR Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by ______ New GMR Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary”), to purchase New GMR Common Stock Warrant Shares and (check one): o ¨ herewith tenders this New GMR Warrant payment for _______ New GMR Common Stock pursuant to the net issuance exercise provisions of Section 4.5 of the Warrant Agreement. Shares to the order of Motricity, Inc. in the amount of $ in accordance with the terms of the Warrant Agreement and this Warrant; or ¨ This exercise and election shall obe ¨be immediately effective or o shall ¨shall be effective as of 5:00 pm., Eastern TimeNew York time, on [insert date]. The undersigned requests that the New GMR Common Stock Warrant Shares issuable upon exercise of the New GMR Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the New GMR Common Stock Warrant Shares are evidenced by global securities, the New GMR Common Stock Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated:: NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: _________________________________________________________________________________________________ CONTACT NAME: _______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): _________________________ ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: ________________________________________________ DEPOSITARY ACCOUNT NO: ___________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) CONTACT NAME: _____________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE): ______________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): _________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: _________________________________ DEPOSITARY ACCOUNT NO. _______________________________________________________________________________ FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: ____________________________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) ADDRESS: __________________________________________________________________________________________________ CONTACT NAME: ______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ NUMBER OF WARRANTS BEING EXERCISED: ______________________________________________________________ (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) Signature: ___________________________________________________________________________________________________ Name: ______________________________________________________________________________________________________ Capacity in which Signing: __________________________________________________________________________________ SIGNATURE GUARANTEED BY: ___________________________________________________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. EXHIBIT C FORM OF ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under the within Warrant, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises: Names of Assignee(s) Address No. of Warrant Shares And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , 20 Signature ________________________________ Note: The above signature should correspond exactly with the name on the face of this Warrant
Appears in 1 contract
SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Warrant AgentProgram. Countersigned: Dated: [____________]_________, 2012 Computershare Shareowner Services 20___ AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Signature Authorized Signatory EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of New GMR Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by ______ New GMR _____________Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary“ Depositary ”), to purchase New GMR Common Stock Warrant Shares and (check one): o ☐ herewith tenders this New GMR Warrant payment for ____________________ New GMR Common Stock pursuant to the net issuance exercise provisions of Section 4.5 of the Warrant Agreement. Shares to the order of BioScrip, Inc. in the amount of $ _________________ in accordance with the terms of the Warrant Agreement and this Warrant; or ☐ This exercise and election shall obe ☐ be immediately effective or o ☐ shall be effective as of 5:00 pm., Eastern TimeNew York time, on [insert date]______________________. The undersigned requests that the New GMR Common Stock Warrant Shares issuable upon exercise of the New GMR Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the New GMR Common Stock Warrant Shares are evidenced by global securities, the New GMR Common Stock Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated:: __________________ NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: CONTACT NAME: TELEPHONE (INCLUDING INTERNATIONAL CODE): FAX (INCLUDING INTERNATIONAL CODE): SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: DEPOSITARY ACCOUNT NO: WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: (PLEASE PRINT) CONTACT NAME: TELEPHONE (INCLUDING INTERNATIONAL CODE): FAX (INCLUDING INTERNATIONAL CODE): SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: DEPOSITARY ACCOUNT NO: FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: (PLEASE PRINT) ADDRESS: CONTACT NAME: TELEPHONE (INCLUDING INTERNATIONAL CODE): FAX (INCLUDING INTERNATIONAL CODE): SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):
Appears in 1 contract
SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Warrant AgentProgram. Countersigned: Dated: [, 20 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Signature ____________], 2012 Computershare Shareowner Services LLC, as Warrant Agent Signature ________________ Authorized Signatory #PageNum# EXHIBIT B-2 EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of New GMR Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by ______ New GMR Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “Depositary”), to purchase New GMR Common Stock Warrant Shares and (check one): o ¨ herewith tenders this New GMR Warrant payment for _______ New GMR Common Stock pursuant to the net issuance exercise provisions of Section 4.5 of the Warrant Agreement. Shares to the order of Motricity, Inc. in the amount of $ in accordance with the terms of the Warrant Agreement and this Warrant; or ¨ This exercise and election shall obe ¨be immediately effective or o shall ¨shall be effective as of 5:00 pm., Eastern TimeNew York time, on [insert date]. The undersigned requests that the New GMR Common Stock Warrant Shares issuable upon exercise of the New GMR Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the New GMR Common Stock Warrant Shares are evidenced by global securities, the New GMR Common Stock Warrant Shares shall be registered in the name of the Depositary or its nominee. Dated:: NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: (PLEASE PRINT) ADDRESS: _________________________________________________________________________________________________ CONTACT NAME: _______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): _________________________ ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED: ________________________________________________ DEPOSITARY ACCOUNT NO: ___________________________________________________________________ #PageNum# WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE: NAME: ____________________________________________________________________________________________________ (PLEASE PRINT) CONTACT NAME: _____________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE): ______________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): _________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: _________________________________ DEPOSITARY ACCOUNT NO. _______________________________________________________________________________ FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: ____________________________________________________________________________________ NAME: _____________________________________________________________________________________________________ (PLEASE PRINT) ADDRESS: __________________________________________________________________________________________________ CONTACT NAME: ______________________________________________________________________________________ TELEPHONE (INCLUDING INTERNATIONAL CODE: ___________________________________________________________ FAX (INCLUDING INTERNATIONAL CODE): ________________________________________________________________ SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE): __________________________ NUMBER OF WARRANTS BEING EXERCISED: ______________________________________________________________ (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) Signature: __________________________________________________________________________________________________ Name: ______________________________________________________________________________________________________ Capacity in which Signing: __________________________________________________________________________________ SIGNATURE GUARANTEED BY: ___________________________________________________________________________ Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. #PageNum# EXHIBIT C FORM OF ASSIGNMENT (To be executed only upon assignment of Warrant) For value received, hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such Warrant to purchase number of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under the within Warrant, and does hereby irrevocably constitute and appoint attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of Warrant Shares set forth below, with full power of substitution in the premises: Names of Assignee(s) Address No. of Warrant Shares And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Warrant, a new Warrant is to be issued in the name of said undersigned for the balance remaining of the Warrant Shares registered by said Warrant. Dated: , 20 Signature ________________________________ Note: The above signature shouldcorrespond exactly with the name onthe face of this Warrant
Appears in 1 contract
SIGNATURE GUARANTEED BY. Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Warrant AgentTHE SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR, INSTITUTION BANK, STOCKBROKER, SAVINGS AND LOAN ASSOCIATION OR CREDIT UNION WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Countersigned: Dated: [____________], 2012 Computershare Shareowner Services LLC, as Warrant Agent Signature Authorized Signatory EXHIBIT B-2 [FORM OF ELECTION TO EXERCISE FORM WARRANT FOR BENEFICIAL HOLDERS HOLDING NEW GMR WARRANTS THROUGH BOOK-ENTRY FACILITIES OF THE DEPOSITORY TRUST COMPANY WHEN EXERCISE OF WARRANT WILL OCCUR THROUGH SUCH FACILITIES] [TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY COMPANY] EXIDE TECHNOLOGIES Warrants to Purchase _______ Shares of Common Stock (To be executed upon exercise of New GMR WarrantTO BE EXECUTED UPON EXERCISE OF THE WARRANT) The undersigned hereby irrevocably elects to exercise the right, represented by ________ New GMR Warrants held for its benefit through the book-entry facilities of The Depository Trust Company (the “"Depositary”"), to purchase New GMR Common Stock and (check one): o herewith tenders this New GMR Warrant for ________ New GMR newly issued shares of Common Stock pursuant to of Exide Technologies (the net issuance exercise provisions "Company") at the Exercise Price of Section 4.5 of the Warrant Agreement. This exercise and election shall obe immediately effective or o shall be effective as of 5:00 pm$________ per share., Eastern Time, on [insert date]. The undersigned requests that the New GMR Common Stock issuable upon exercise of the New GMR Warrants be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below; provided, that if the New GMR Common Stock are evidenced by global securities, the New GMR Common Stock shall be registered in the name of the Depositary or its nominee. Dated:
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