Common use of ASSIGNMENT FORM Clause in Contracts

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 3 contracts

Samples: Warrant Agent Agreement (Bone Biologics Corp), Warrant Agent Agreement (Bone Biologics Corp), Warrant Agent Agreement (Bone Biologics Corp)

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ASSIGNMENT FORM. (To assign be executed by the foregoing Warrant, execute this form and supply required information. Do not use this form Registered Holder In order to exercise the Warrant.) Assign Purchase Option FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: ___,____________________________________ Holder’s Address: hereby sell, assigns and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) ______________________ of the Purchase Options represented by the attached instrument, and hereby irrevocably constitutes and appoints ________________________ NOTE: The signature Attorney to this Assignment Form must correspond with the name as it appears transfer these Purchase Options on the face books of the WarrantCompany, without alteration or enlargement or any change whatsoeverwith full power of substitution in the premises. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: Dated:_______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns X (Signature of Registered Holder) (Signature Guaranteed) THE SIGNATURE ON THE ASSIGNMENT OR THE PURCHASE FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS PURCHASE OPTION CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE. CERTIFICATION OF STATUS OF TRANSFEREE To be executed by the “Holder”) is entitled, upon the terms and subject Transferee of this Purchase Option The undersigned transferee hereby certifies to the limitations on exercise registered Holder and to GigaBeam Corporation that the conditions hereinafter set forthtransferee is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [as amended. Dated:_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ___________ shares X (as subject to adjustment hereunder, the “Warrant Shares”) Signature of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(bTransferee). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 2 contracts

Samples: Gigabeam Corp, Gigabeam Corp

ASSIGNMENT FORM. (To assign Be Executed by the foregoing WarrantRegistered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value Received, execute this form the Undersigned registered holder hereby sells, assigns and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:transfers unto _______________________ ___, _the right to purchase ______ Holder’s Signature: ____________shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder’s Address: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $___________________________________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WINGXXX XXXTNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND SECTION 3 OF THIS WARRANT. No. of Nonvoting Shares: 295,455 Shares Warrant No. ____ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face WARRANT To purchase Nonvoting Common Stock of the WarrantKEVCO, without alteration or enlargement or any change whatsoeverINC. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: July _______ Initial Exercise Date: __________ __, 2022 1999 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies thatCERTIFIES THAT, for value received, _____________ the registered holder hereof, Wingxxx Xxxtners II, L.P., a Delaware limited partnership ("Wingxxx"), or its assigns registered assigns, is entitled to purchase from Kevco, Inc., a Texas corporation (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth"Company"), at any time on or and from time to time after the date hereof (the "Initial Exercise Issue Date") and on or prior to before 5:00 p.m. (New York City time) Central Time, on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares Expiration Date (as subject to adjustment hereunder, hereinafter defined) 295,455 shares of the “Warrant Shares”) of Common Stock. The purchase price of one share of Nonvoting Common Stock under this Warrant shall be equal to (as hereinafter defined) at the Exercise Price, Basic Purchase Price (as defined in Section 2(bhereinafter defined). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant the terms, conditions, and adjustments as hereinafter provided in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not applySection 6.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Kevco Inc), Securities Purchase Agreement (Kevco Partners Investment Trust)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of or [ ] the rights of the undersigned under the within Warrant, with respect to the number of shares of the foregoing Warrant common stock of FreeXxxx.xxx, Xxc. set forth below: Name of Assignee Address No. of Shares. ---------------- ------- -------------- and all rights evidenced thereby are does hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:irrevocably constitute and appoint Attorney ________________ ___, _______ Holder’s Signature: _______to make such transfer on the books of FreeXxxx.xxx, Xxc., maintained for the purpose, with full power of substitution in the premises. The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of 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 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 shall, if requested by the Corporation, confirm in writing, in a form satisfactory to the Corporation, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale. Dated: ____________________________________ Holder’s 's Signature: _______________________ Holder's Address: _________________________ _________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.Guaranteed Signature:

Appears in 1 contract

Samples: Freeshop Com Inc

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to to: Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:_: _______________ ___, _______ Holder’s Signature: Holder’s Address: (Signature Guaranteed): Date: ___________________, _____ Signature to be guaranteed by an authorized officer of a chartered bank, trust company or medallion guaranteed by an investment dealer who is a member of a recognized stock exchange. REDEMPTION NOTICE To: Name: Address: Alset EHome International Inc., a Delaware corporation (the “Company”) hereby irrevocably elects to exercise its redemption right under the Common Stock Purchase Warrant dated as of May [___], 2021, issued by the Company, and hereby redeems, for $[_____] per Warrant Share (the “Redemption Price”), at 5:00 p.m. (New York City time) on _______________, 20___ (the “Redemption Date”), [the portion of such Warrant that is exercisable for ________________ Warrant Shares][such Warrant in full]. Please be aware that exercise of the Holder’s Addressright to purchase Common Stock with respect to the portion of such Warrant so redeemed will only be accepted, in accordance with the terms of Section 2 of the Warrant, until 5:00 p.m. New York City time on the Redemption Date. Thereafter, the holder of the Warrant will only be entitled to receive the Redemption Price with respect to the portion of the Warrant so redeemed. Dated: ___________________________________, 202____ NOTEALSET EHOME INTERNATIONAL INC. By: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant SharesName: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.Title:

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Alset EHome International Inc.)

ASSIGNMENT FORM. (To assign this Security, fill in the foregoing Warrantform below: I or we assign and transfer this Security to (Print or type assignee’s name, execute this form address and supply required informationzip code) (Insert assignee’s soc. Do not use this form to exercise the Warrantsec. or tax I.D. No.) FOR VALUE RECEIVED, [ ] all of or [ ] shares and irrevocably appoint as agent to transfer this Security on the books of the foregoing Warrant and all rights evidenced thereby are hereby assigned Company. The agent may substitute another to act for him. Date: Your Signature*: By: Name: (Please Print) AddressTitle: (Please Print) Phone NumberSign exactly as your name appears on the other side of this Security. *Signature Guaranteed: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE* NOTICE: The signature to this Assignment Form assignment must correspond with the name as it appears on upon the face of the Warrantwithin Note in every particular, without alteration or alteration, enlargement or any change whatsoeverwhatever. Officers Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of corporations and those acting the Security Registrar, which requirements include membership or participation in a fiduciary Security Transfer Agents Medallion Program (“STAMP”) or such other representative capacity should file proper evidence “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of authority to assign the foregoing Warrant1934, as amended. EXHIBIT C BONE BIOLOGICS A-3 – Form of 6.500% Notes due 2043 THE X. X. XXXXXXX COMPANY 6.500% Notes due 2043 No. $ CUSIP No. 832696 AY4 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares(“DTC” OR THE “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE X. X. XXXXXXX COMPANY 6.500% Notes due 2043 No.: _______ Initial Exercise Date[ ] CUSIP No.: __________ __832696 AY4 $[ ] THE X. X. XXXXXXX COMPANY, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware an Ohio corporation (the “Company”, which term includes any successor corporation), up for value received promises to ______ shares (as subject pay to adjustment hereunderCEDE & CO., or registered assigns, the principal sum of $[ ] on November 15, 2043, unless earlier redeemed as herein provided. Interest Payment Dates: May 15 and November 15 (each, an Warrant SharesInterest Payment Date) ), commencing on May 15, 2024. Interest Record Dates: May 1 and November 1 (each, an “Interest Record Date”). Payment of Common Stock. The purchase price the principal of one share of Common Stock under and interest on this Warrant Note shall be equal made at the office or agency of the Trustee maintained for that purpose in St. Xxxx, Minnesota, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, for so long as the Notes are represented in global form by one or more Global Notes, all payments of principal of and interest shall be made by wire transfer of immediately available funds to the Exercise PriceDepositary or its nominee, as defined in Section 2(b)the case may be, as the registered owner of the Global Security representing such Notes. This Warrant shall initially be issued and maintained in Reference is made to the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder further provisions of this WarrantNote set forth on the reverse hereof, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to which will for all purposes have the terms of the Warrant Agency Agreement, in which case same effect as if set forth at this sentence shall not applyplace.

Appears in 1 contract

Samples: Supplemental Indenture (J M SMUCKER Co)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:_: _______________ ___, _______ Holder’s Signature: _____________:__________________________ Holder’s Address: _____________:__________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C XXXXXXX X-0 COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: :_______________ Initial Exercise Date: __________ __December 13, 2022 Issuance Date: December 13, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof December 13, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 December 13, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics CorporationGrom Social Enterprises, Inc., a Delaware Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). ). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Warrant Agent Agreement (Grom Social Enterprises, Inc.)

ASSIGNMENT FORM. (To assign this Security, fill in the foregoing Warrantform below: I or we assign and transfer this Security to (Print or type assignee’s name, execute this form address and supply required informationzip code) (Insert assignee’s soc. Do not use this form to exercise the Warrantsec. or tax I.D. No.) FOR VALUE RECEIVED, [ ] all of or [ ] shares and irrevocably appoint as agent to transfer this Security on the books of the foregoing Warrant and all rights evidenced thereby are hereby assigned Company. The agent may substitute another to act for him. Date: Your Signature*: By: Name: (Please Print) AddressTitle: (Please Print) Phone NumberSign exactly as your name appears on the other side of this Security. *Signature Guaranteed: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE* NOTICE: The signature to this Assignment Form assignment must correspond with the name as it appears on upon the face of the Warrantwithin Note in every particular, without alteration or alteration, enlargement or any change whatsoeverwhatever. Officers Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of corporations and those acting the Security Registrar, which requirements include membership or participation in a fiduciary Security Transfer Agents Medallion Program (“STAMP”) or such other representative capacity should file proper evidence “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of authority to assign the foregoing Warrant1934, as amended. EXHIBIT C BONE BIOLOGICS A-4 – Form of 6.500% Notes due 2053 THE X. X. XXXXXXX COMPANY 6.500% Notes due 2053 No. $ CUSIP No. 832696 AZ1 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares(“DTC” OR THE “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE X. X. XXXXXXX COMPANY 6.500% Notes due 2053 No.: _______ Initial Exercise Date[ ] CUSIP No.: __________ __832696 AZ1 $[ ] THE X. X. XXXXXXX COMPANY, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware an Ohio corporation (the “Company”, which term includes any successor corporation), up for value received promises to ______ shares (as subject pay to adjustment hereunderCEDE & CO., or registered assigns, the principal sum of $[ ] on November 15, 2053, unless earlier redeemed as herein provided. Interest Payment Dates: May 15 and November 15 (each, an Warrant SharesInterest Payment Date) ), commencing on May 15, 2024. Interest Record Dates: May 1 and November 1 (each, an “Interest Record Date”). Payment of Common Stock. The purchase price the principal of one share of Common Stock under and interest on this Warrant Note shall be equal made at the office or agency of the Trustee maintained for that purpose in St. Xxxx, Minnesota, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, for so long as the Notes are represented in global form by one or more Global Notes, all payments of principal of and interest shall be made by wire transfer of immediately available funds to the Exercise PriceDepositary or its nominee, as defined in Section 2(b)the case may be, as the registered owner of the Global Security representing such Notes. This Warrant shall initially be issued and maintained in Reference is made to the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder further provisions of this WarrantNote set forth on the reverse hereof, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to which will for all purposes have the terms of the Warrant Agency Agreement, in which case same effect as if set forth at this sentence shall not applyplace.

Appears in 1 contract

Samples: Supplemental Indenture (J M SMUCKER Co)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s (Please Print) Address: _______________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares(Please Print) Phone Number: ______________________________________ Initial Exercise DateEmail Address: ______________________________________ Dated: _______________ __, 2022 ______ Holder’s Signature:____________________ Holder’s Address:_____________________ EXHIBIT “E” UNDERWRITERS’ COMMON SHARE PURCHASE WARRANT DRAGANFLY INC. Warrant Certificate No. Warrant Shares: 670,000 Initial Exercise Date: August 21, 2024 Issue Date: February 26, 2024 THIS SERIES C UNDERWRITERS’ COMMON STOCK SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 February 26, 2027 (the “Termination Date”) ), as in compliance with the limitation on exercise in accordance with FINRA Rule 5110(g)(8)(A), but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, Draganfly Inc. a Delaware corporation company incorporated under the Business Corporations Act (British Columbia) (the “Company”), up to ______ shares 670,000 Common Shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock). The purchase price of one share of Common Stock Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not applyform.

Appears in 1 contract

Samples: Underwriting Agreement (Draganfly Inc.)

ASSIGNMENT FORM. (To assign the foregoing WarrantStock Option Agreement, execute this form and supply required information. Do not use this form to exercise the WarrantOption.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant Stock Option Agreement and all rights evidenced thereby thereby, including the Option, are hereby assigned to Nameto: (Please Print) Address: (Please Print) Phone Number: Email Addresswhose address is: Dated:________________ ___: , _______ HolderOptionee’s Signature: Signature _______________________________________ HolderOptionee’s Address: _______________________________________ _______________________________________ _______________________________________ Signature Guaranteed: NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the WarrantStock Option Agreement, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing WarrantStock Option Agreement. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C Exhibit B NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. COMMON STOCK PURCHASE WARRANT Warrant Shares: __To Purchase _____ Initial Exercise Date: Shares of Common Stock of SQL TECHNOLOGIES CORP. June __________ __, 2022 2016 (the “Issuance Date”) THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies CERTIFIES that, for value received, _____________ or its assigns (the “Holder”) ), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) of this Warrant and on or prior to 5:00 p.m. (New York City time) on [_____]1 the third anniversary of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics CorporationSQL Technologies Corp., a Delaware Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Common Stock, no par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be equal (i) US $3.00 (three dollars US) if exercised prior to the one year anniversary of the Issuance Date, (ii) $3.25 (three dollars and twenty-five cents US) if exercised on or after the one year anniversary and before the two year anniversary of the Issuance Date, or (iii) $3.50 (three dollars and fifty cents US) if exercised on or after the two year anniversary and through the Termination Date. The Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form Price and the Depository Trust Company or its nominee (“DTC”) number of Warrant Shares for which the Warrant is exercisable shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in certificated form pursuant to that certain Securities Subscription Agreement (the terms “Subscription Agreement”), dated as of _______, 2016, among the Warrant Agency Agreement, in which case this sentence shall not applyCompany and the Purchaser parties signatory thereto.

Appears in 1 contract

Samples: Stock Option Agreement (SQL Technologies Corp.)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: Phone Number:Email Address: (Please Print) Phone Number: Email Address: Dated:)________________ ___, _______ Holder’s Signature: _______________________________________________________ Holder’s AddressDated: _______________ ___________________, ______ NOTEHolder’s Signature: The signature to this Assignment Holder’s Address: EXHIBIT A Form must correspond with the name as it appears on the face of the WarrantPre-Funded Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, without alteration or enlargement or any change whatsoeverAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing WarrantTHIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C PRE-FUNDED COMMON STOCK PURCHASE WARRANT ACHIEVE LIFE SCIENCES, INC. Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics CorporationAchieve Life Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Achieve Life Sciences, Inc.

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVEDRECEIVED (“Assignor”) hereby sells, [ ] assigns and transfers unto (“Assignee”) all of or [ ] shares Assignor’s right, title and interest in, to and under Warrant No. W- issued by , dated . DATED: ASSIGNOR: Signature Print Name: Signature, if jointly held Print Name: ASSIGNEE: The undersigned agrees to all of the foregoing terms of the Warrant and all rights evidenced thereby are hereby assigned to comply therewith. Signature Print Name: Signature, if jointly held Print Name: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___THE “SECURITIES ACT”), _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE: The signature to this Assignment Form must correspond with AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. March , 2007 ROADRUNNER XXXXX, INC. Warrant for the name as it appears on the face Purchase of the Warrant, without alteration or enlargement or any change whatsoeverShares of Class A Voting Common Stock No. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for W-2 For value received, _____________ or its assigns (the “Holder”) this Warrant is entitledhereby issued by Roadrunner Xxxxx, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics CorporationInc., a Delaware corporation (the “Company”), up to ______ shares XX Xxxxxxx Holdings, L.L.C. (as subject to adjustment hereunder, the “Warrant SharesHolder) of Common Stock). The purchase price of one share of Common Stock under this Warrant shall be equal Subject to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder provisions of this Warrant, subject the Company hereby grants to a Holder’s Holder the right to elect to receive purchase from the Company 141.599 fully paid and non-assessable shares of Common Stock at a Warrant in certificated form pursuant to price of $2,000.00 per share (the terms of the Warrant Agency Agreement, in which case this sentence shall not apply“Exercise Price”).

Appears in 1 contract

Samples: Roadrunner Transportation Systems, Inc.

ASSIGNMENT FORM. (To If you the Holder want to assign this Note, fill in the foregoing Warrant, execute form below and have your signature guaranteed: I or we assign and transfer this form and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s SignatureNote to: _______________________________________ Holder’s Address: __________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________________________________________________________________________ ________________________________________________________________________________ (PRINT OR TYPE NAME, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR TAX ID NUMBER OF ASSIGNEES) certifies that, for value receivedand irrevocably appoint, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject agent to adjustment hereunder, transfer this Note on the “Warrant Shares”) books of Common Stockthe Company. The purchase price agent may substitute another to act for him. Dated: Signed: ------------------------------- --------------------------------- ------------------------------- --------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: -------------------------------------------------------- Notice: Signature(s) must be guaranteed by a member firm of one share the New York Stock Exchange or a commercial bank or trust company. [Form of Common Stock under this Warrant shall Guarantee of Note] --------------------------- For good and valuable consideration receipt of which is hereby acknowledged, and intending to be equal to legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form that pursuant to the terms of the Warrant Agency AgreementIndenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (the "Note"), authenticated and delivered by the Trustee, upon which this guarantee (the "Guarantee") is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, in accordance with the terms of this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company to punctually pay any such principal of or interest on, and any Redemption Price with respect to, the Note, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, and as if such payment were made by the Company. The Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Notes") of the series of which the Note is a part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in full or payment thereof shall have been provided for and all other obligations contained in the Notes, the related Guarantees and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Notes shall not applyhave been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with the provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

Appears in 1 contract

Samples: Vectren Utility Holdings Inc

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:_: _______________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______:________________________________ NOTEExhibit 1-B: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C Pre-Funded Warrant Certificate PRE-FUNDED COMMON STOCK SHARE PURCHASE WARRANT DRAGANFLY INC. Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 CUSIP: ISIN: THIS SERIES C PRE-FUNDED COMMON STOCK SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, Draganfly Inc. a Delaware corporation company incorporated under the Business Corporations Act (British Columbia) (the “Company”), up to _______ shares Common Shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock). The purchase price of one share of Common Stock Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall may initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall may initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Warrant Agency Agreement (Draganfly Inc.)

ASSIGNMENT FORM. (To assign the foregoing Warrantwarrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ whose address is ----------------------------------------------------------------------. ---------------------------------------------------------------------- Dated: ______________, 1998 Holder’s 's Signature: _____________________________ Holder's Address: _____________________________ ----------------------------- Signature Guaranteed: ___________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. 7% CONVERTIBLE SERIES C COMMON A PREFERRED STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __SUBSCRIPTION AGREEMENT SPATIALIZER AUDIO LABORATORIES, 2022 INC. THIS SERIES C COMMON STOCK PURCHASE WARRANT AGREEMENT is executed in reliance upon the transaction exemption afforded by Regulation D as promulgated by the Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended (the “Warrant”"Act"). This Agreement has been executed by the undersigned in connection with the private placement of the 7% Convertible Series A Preferred Stock (hereinafter referred to as the "Preferred Stock") certifies thatof Spatializer Audio Laboratories, for Inc. (Nasdaq Small Cap Stock Market symbol "SPAZ"), located at 20700 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000, x corporation organized under the laws of Delaware, USA (hereinafter referred to as the "Company"). The terms on which the Preferred Stock may be converted into common stock of the Company, $0.01 par value receivedper share,(the "Common Stock") and the other terms of the Preferred Stock are set forth in the Certificate of Designation of the 7% Convertible Preferred Stock Series A (Exhibit A annexed hereto). In addition, _____________ or its assigns the Company will sell to the Subscribers listed on Schedule A annexed hereto (the “Holder”) is entitled"Subscribers" or "Purchasers"), upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof a warrant (the “Initial Exercise Date”"Warrant") and on or prior to 5:00 p.m. purchase One Hundred Fifty Thousand (New York City time150,000) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant of the Company for each One Million ($1,000,000) Dollars funded hereunder (such number of shares of Common Stock underlying the Warrants shall be equal to pro rated for each subscription amount) and shall be exercisable for a period of three (3) years from the Exercise PriceClosing Date (as defined herein), as defined in Section 2(bper the terms of a separate Stock Purchase Warrant (Exhibit B annexed hereto). This Warrant shall initially be issued Subscription and, if accepted by the Company, the offer and maintained in sale of the form of a security held in book-entry form Preferred Stock, Warrants and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of Common Stock underlying the Warrant Agency Agreementand Preferred Stock (collectively the "Securities"), are being made in which case this sentence reliance upon the provisions of Regulation D under the Act. The Closing Date shall not apply.be determined in accordance with Sections 1.1 and 15 herein. Aton Select Fund, Ltd., the Subscriber listed on Schedule A annexed hereto ("Subscriber") hereby represents and warrants to, and agrees with the Company as follows:

Appears in 1 contract

Samples: Registration Rights Agreement (Spatializer Audio Laboratories Inc)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:: , Holder’s Signature: Holder’s Address: Exhibit 1-B Form of Series B Warrant Certificate Exhibit [ ] SERIES B COMMON STOCK PURCHASE WARRANT MITESCO, INC. Warrant Shares: [_____] Initial Exercise Date: [___________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __], 2022 THIS SERIES C B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 , 202[__] (the “Termination Date”) Date”)2 but not thereafter, to subscribe for and purchase from Bone Biologics CorporationMITESCO, INC., a Delaware corporation (the “Company”), up to [______ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Warrant Agency Agreement (Mitesco, Inc.)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s (Please Print) Address: _______________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares(Please Print) Phone Number: ______________________________________ Initial Exercise DateEmail Address: ______________________________________ Dated: _______________ __, 2022 ______ Holder’s Signature:_______________________ Holder’s Address:_________________________ Exhibit 1-C Form of Series B Warrant Certificate SERIES B COMMON STOCK PURCHASE WARRANT PERASO INC. Warrant Shares: 4,380,948 Initial Exercise Date: February 8, 2024 CUSIP: 71360T 135 ISIN: US71360T1354 THIS SERIES C B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (August 8, 2024 the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics CorporationPeraso Inc., a Delaware corporation (the “Company”), up to ______ 4,380,948 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Warrant Agency Agreement (Peraso Inc.)

ASSIGNMENT FORM. If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (To assign the foregoing WarrantPRINT OR TYPE NAME, execute this form ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR TAX ID NUMBER OF ASSIGNEES) and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVEDirrevocably appoint, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE: The signature agent to transfer this Assignment Form must correspond with the name as it appears Note on the face books of the Warrant, without alteration or enlargement or any change whatsoeverCompany. Officers The agent may substitute another to act for him. Dated: Signed: ------------------------- --------------------------------------- ------------------------- --------------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: --------------------------------------------------------- Notice: Signature(s) must be guaranteed by a member firm of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on Stock Exchange or a commercial bank or trust company. [_____]1 Form of Guarantee of Note] For good and valuable consideration receipt of which is hereby acknowledged, and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form that pursuant to the terms of the Warrant Agency AgreementIndenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (the "Note"), authenticated and delivered by the Trustee, upon which this guarantee (the "Guarantee") is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, in accordance with the terms of this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company to punctually pay any such principal of or interest on, and any Redemption Price with respect to, the Note, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, and as if such payment were made by the Company. The Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Notes") of the series of which the Note is a part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in full or payment thereof shall have been provided for and all other obligations contained in the Notes and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Notes shall not applyhave been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with the provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

Appears in 1 contract

Samples: Vectren Utility Holdings Inc

ASSIGNMENT FORM. (To assign The undersigned, being the foregoing Warrant, execute this form true and supply required information. Do not use this form lawful owner of Holder Warrants to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] purchase shares of the foregoing Warrant Common Stock of 11 Good Energy, Inc. hereby assigns and all rights evidenced thereby are hereby assigned to transfers unto: Name: (Please Printtypewrite or print in block letters) Address: (Please Print) Phone NumberSocial Security Number/ Federal ID: Email Address: Dated:the right to purchase Common Stock of _____________ represented by this Warrant to the extent of ________________________ ___, _______ Holder’s Signature: __________shares of Common Stock as to which such right is exercisable and does hereby irrevocably constitute and appoint _____________________________ Holder’s Address: _______________________________________ NOTE: The signature Attorney, to this Assignment Form must correspond with transfer the name as it appears same on the face books of 11 Good Energy, Inc. with full power of substitution in the Warrantpremises. Dated: Name of Registered Holder Signature Signature, without alteration or enlargement or any change whatsoeverif held jointly Exhibit 2 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing WarrantEXERCISABLE UNTIL ON OR BEFORE MAY 9, 2017 5:00 P.M., CALIFORNIA TIME Warrant No. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __1 11 GOOD ENERGY, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT INC. This warrant certificate (the “WarrantWarrant Certificate”) certifies thatthat XXXXX XXXXXX or registered assigns, for value received, _____________ or its assigns is the registered holder (the “Holder”) is entitled, upon the terms and subject of Warrants to the limitations on exercise and the conditions hereinafter set forthpurchase, at any time until 5:00 P.M. California time on or after May 9, 2017 (the date “Expiration Date”), up to 200,000 fully-paid and non-assessable shares, subject to adjustment in accordance with Section 6 hereof (the “Initial Exercise DateWarrant Shares) and on or prior to 5:00 p.m. (New York City time) on [_____]1 ), of the common stock (the “Termination DateCommon Stock) but not thereafter), to subscribe for and purchase from Bone Biologics Corporationof 11 GOOD ENERGY, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms and conditions set forth herein. The warrants represented by this Warrant Certificate and any warrants resulting from a transfer or subdivision of the warrants represented by this Warrant Agency AgreementCertificate shall sometimes hereinafter be referred to, individually, as a “Warrant” and, collectively, as the “Warrants.” This Warrant Certificate is being delivered in which case this sentence shall not applyconnection with the terms of an Employment Agreement dated May 9, 2012.

Appears in 1 contract

Samples: Employment Agreement (11 Good Energy Inc)

ASSIGNMENT FORM. (To assign the foregoing Warrantwarrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ whose address is ---------------------------------------------------------------. --------------------------------------------------------------- Dated: ______________, 1998 Holder’s 's Signature: _____________________________ Holder's Address: _____________________________ ----------------------------- Signature Guaranteed: ___________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __To Purchase 100,000 Shares of Common Stock of SPATIALIZER AUDIO LABORATORIES, 2022 INC. THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies CERTIFIES that, for value received, _____________ or its assigns CARDINAL CAPITAL MANAGEMENT, INC. (the “Holder”) "Cardinal"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 April 15, 2001 (the "Termination Date") but not thereafter, to subscribe for and purchase from Bone Biologics CorporationSPATIALIZER AUDIO LABORATORIES, INC., a Delaware corporation (the "Company"), up to ______ One Hundred Thousand (100,000) shares of Common Stock (as subject to adjustment hereunder, the "Warrant Shares”) of Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be equal One Hundred Twenty (120%) percent of the average closing bid prices of the Common Stock as quoted by Bloomberg, LP for the ten (10) trading days immediately preceding April 15, 1998. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to the Exercise Price, adjustment as defined in Section 2(b)provided herein. This Warrant shall initially be is being issued and maintained to Cardinal as compensation for its services in arranging the 7% Convertible Preferred Stock Series A Subscription Agreement dated April 15, 1998, in the form amount of a security held Two Million ($2,000,000) Dollars (the "Agreement") between the Company and certain institutional investors. Capitalized terms not otherwise defined herein shall have that meaning as set forth in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be Agreement. In the sole registered holder event of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to any conflict between the terms of this Warrant and the Warrant Agency Agreement, in which case this sentence the Agreement shall not applycontrol.

Appears in 1 contract

Samples: Registration Rights Agreement (Spatializer Audio Laboratories Inc)

ASSIGNMENT FORM. If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (To assign Print or type name, address and zip code and social security or tax ID number of assignees) and irrevocably appoint --------------------------------------------------------- agent to transfer this Note on the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares books of the foregoing Warrant and all rights evidenced thereby are hereby assigned Company. The agent may substitute another to Nameact for him. Dated: Signed: ------------------------- -------------------------------------- -------------------------------------- (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE: The signature to this Assignment Form must correspond with the Sign exactly as name as it appears on the face other side of the WarrantNote) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. The undersigned Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees (such guarantee being referred to herein as the "Guarantee") the due and punctual payment of the principal of, without alteration or enlargement or any change whatsoever. Officers of corporations premium, if any, and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign interest on the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __5.700% Notes due March 1, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT 2007 (the “Warrant”"Notes") certifies thatwhich this Guarantee accompanies, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Two of the Guarantee Agreement. This Guarantee shall not be valid or obligatory for value received, _____________ or any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its assigns (authorized officers. This Guarantee shall be governed by and construed in accordance with the “Holder”) laws of the State of New York. This Guarantee is entitled, subject to release upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained forth in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Guarantee Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Burlington Resources Inc

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ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:_: _______________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE: The signature to this Assignment Exhibit B Form must correspond with the name as it appears on the face of the WarrantAnti-Dilution Warrant EXHIBIT B NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, without alteration or enlargement or any change whatsoeverAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise AMYRIS, INC. Issue Date: __________ __May 31, 2022 2017 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ Xxxx X. Xxxx, As Trustee Under Trust Agreement Dated March 15, 1976 For The Benefit Of Xxxx X. Xxxx or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof that Stockholder Approval (as defined in the Purchase Agreement) is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. the close of business on the five (New York City time5) on [_____]1 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics CorporationAmyris, Inc., a Delaware corporation (the “Company”), up to ______ that number of shares of the Company’s Common Stock equal to the Warrant Share Amount (as defined below) (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amyris, Inc.)

ASSIGNMENT FORM. If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (To assign the foregoing WarrantPrint or type name, execute this form address and supply required information. Do not use this form to exercise the Warrant.zip code and social security or tax ID number of assignees) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:irrevocably appoint ________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Addressagent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Dated: _______________________________________ NOTESigned: The signature to this Assignment Form must correspond with the ------------------------------ -------------------------------- -------------------------------- (Sign exactly as name as it appears on the face other side of the WarrantNote) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. [FORM OF GUARANTEE] GUARANTEE The undersigned Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees (such guarantee being referred to herein as the "Guarantee") the due and punctual payment of the principal of, without alteration or enlargement or any change whatsoever. Officers of corporations premium, if any, and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign interest on the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __6.68% Notes due February 12, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT 2011 (the “Warrant”"Notes") certifies thatwhich this Guarantee accompanies, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Two of the Guarantee Agreement. This Guarantee shall not be valid or obligatory for value received, _____________ or any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its assigns (authorized officers. This Guarantee shall be governed by and construed in accordance with the “Holder”) laws of the State of New York. This Guarantee is entitled, subject to release upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained forth in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Guarantee Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Burlington Resources Inc

ASSIGNMENT FORM. If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (To assign the foregoing WarrantPRINT OR TYPE NAME, execute this form ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR TAX ID NUMBER OF ASSIGNEES) and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVEDirrevocably appoint, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE: The signature agent to transfer this Assignment Form must correspond with the name as it appears Note on the face books of the Warrant, without alteration or enlargement or any change whatsoeverCompany. Officers The agent may substitute another to act for him. Dated: Signed: ---------------------------- ------------------------------ ---------------------------- ------------------------------ (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: --------------------------------------------------------- Notice: Signature(s) must be guaranteed by a member firm of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on Stock Exchange or a commercial bank or trust company. [_____]1 Form of Guarantee of Note] For good and valuable consideration receipt of which is hereby acknowledged, and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form that pursuant to the terms of the Warrant Agency AgreementIndenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (the "Note"), authenticated and delivered by the Trustee, upon which this guarantee (the "Guarantee") is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, in accordance with the terms of this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on the Note, and any Redemption Price with respect to the Note, is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company to punctually pay any such principal of or interest on, or any Redemption Price with respect to, the Note, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption, or otherwise, and as if such payment were made by the Company. The Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Notes") of the series of which the Note is a part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to all Notes shall have been paid in full or payment thereof shall have been provided for and all other obligations contained in the Notes and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Securities shall not applyhave been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with the provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

Appears in 1 contract

Samples: Indenture (Indiana Gas Co Inc)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the assignee named below ("Assignee") all of or [ ] the rights of the undersigned under this Warrant, with respect to the number of shares of the foregoing Company's Common Stock set forth below: Name of Assignee Address No. of Warrant Shares and all rights evidenced thereby are does hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _________________irrevocably constitute and appoint Attorney ______________________ Holder’s Address: _______________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears make such transfer on the face books of WILDCAP ENERGY INC., maintained for the purpose, with full power of substitution in the premises. The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee shall not offer, sell or otherwise dispose of this Warrant or shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or applicable state securities laws. Further, the Assignee acknowledges that, upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale. The Assignee further acknowledges and agrees that it is bound by all of the Warrant, without alteration or enlargement or any change whatsoeverincluding the provisions of Section 9(c) thereof. Officers (Date) Signature of corporations and those acting in a fiduciary or other representative capacity should file proper evidence Holder Signature of authority Assignee Exhibit B to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __Purchase Agreement Wildcap Energy, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) Inc. Capitalization Table Beneficial Ownership of Common Stock. The purchase price Shares Prior to this Offering Number of one share Shares Issuable Pursuant to Warrant Beneficial Ownership of Common Stock under Shares (including Warrants Rights to Common Shares) after this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued Offering Selling Stockholder) Number of Shares Percent of Class Number of Shares Percent of Class SUTI Holdings LP 10,000,000 94.07% 10,000,000 84.68% University of Arizona 0 00.00% 1,179,799(1) 1,179,799(1) 9.99% Xxxxx Xxxxxxxxx 60,000 * 60,000 0 Xxxxxxx Xxxxx 60,000 * 60,000 0 Xxxxx Xxxxxx 50,000 * 50,000 0 Xxx Xxxxxx 40,000 * 40,000 0 Xxxxxx Xxxxxxx and maintained in the form of a security held in book-entry form Xxxxxx X’Xxxxx 40,000 * 40,000 0 Xxxx Xxxxxxx 40,000 * 40,000 0 Xxxxx Xxxxxx 30,000 * 30,000 0 X. Xxxxxx 20,000 * 20,000 0 Xxxxx Xxxxxxxx 20,000 * 20,000 0 Xxxxx and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.Xxxxx Xxxxx 20,000 * 20,000 0 Xxxx Xxxxxx 20,000 * 20,000 0 Drake Xxxxx 20,000 * 20,000 0 Xxxx X’Xxxxxx 20,000 * 20,000 0 Xxxxx and Xxxxxx Xxxxx 20,000 * 20,000 0 Xxxxxx Xxxxxx 20,000 * 20,000 0 Xxxxxxx Xxxxx 10,000 * 10,000 0 Xxxxxxxx Xxxxxx 10,000 * 10,000 0 Xxxxxx Xxxxxx 10,000 * 10,000 0 Xxxxxxx Xxxxx 10,000 * 10,000 0 Xxxxxxx Xxxxxxxx 10,000 * 10,000 0 Xxxxxxx Xxxxxx 10,000 * 10,000 0 Xxxxxxx and Xxxxxx Law 10,000 * 10,000 0 Xxxx Xxxxxxx 10,000 * 10,000 0 Xxxxx Xxxxx 10,000 * 10,000 0 Xxxxx Xxxxxxx and Xxxx Xxxxxx 10,000 * 10,000 0 Xxxxxxx Xxxxxxx 10,000 * 10,000 0 Xxxxxx Xxxxxxx 10,000 * 10,000 0 Xxxxxxx Xxxxxxxx 10,000 * 10,000 0 Xxxxxxx and Xxxxx Xxxxxxxx 10,000 * 10,000 0 Xxxxxx and Xxxx Xxxxxxxx 10,000 * 10,000 0 Total: 10,630,000 100% 11,809,799 100%

Appears in 1 contract

Samples: License Agreement (Wildcap Energy Inc.)

ASSIGNMENT FORM. (To assign the foregoing be signed only upon assignment of Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant undersigned hereby sells, assigns and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:transfers unto ________________ ___, _______ Holder’s Signature: ______________________________________________ Holder’s Address: ___________________________________________________________________ NOTE: The signature (Name and Address of Assignee must be Printed or Typewritten) Warrants to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: __purchase _____ Initial Exercise Date: Warrant Shares of the Company, evidenced by the within Warrant Certificate hereby irrevocably constituting and appointing __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (Attorney to transfer said Warrants on the “Holder”) is entitledbooks of the Company, upon with full power of substitution in the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [premises. Dated:_____]1 (the “Termination Date”) but not thereafter_______, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to __ ________________________________ shares (as subject to adjustment hereunder, Signature of Registered Holder* ________________________________ Signature Guaranteed: Signature of Guarantor _____________ * The above signature should correspond exactly with the “Warrant Shares”) name on the face of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal Certificate. EXHIBIT C CERTIFICATE OF DESIGNATIONS of SERIES B CUMULATIVE PREFERRED STOCK of OXFORD HEALTH PLANS, INC. (Pursuant to Section 151 of the Exercise PriceDelaware General Corporation Law) -------------- Oxford Health Plans, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies that the following resolutions were adopted by the Board of Directors of the Corporation (the "Board of Directors") pursuant to authority of the Board of Directors as defined in required by Section 2(b). This Warrant shall initially be issued and maintained in 151 of the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this WarrantDelaware General Corporation Law: RESOLVED, subject to a Holder’s right to elect to receive a Warrant in certificated form that pursuant to the terms authority granted to and vested in the Board of Directors in accordance with the provisions of the Warrant Agency AgreementSecond Amended and Restated Certificate of Incorporation of the Corporation, in which case this sentence shall not apply.as amended (the "Certificate of Incorporation"), the Board of Directors hereby creates a series of the Corporation's previously authorized preferred stock, par value $0.01 per share (the "Preferred Stock"), and hereby states the designation and number thereof, and fixes the voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, as follows: Series B Cumulative Preferred Stock:

Appears in 1 contract

Samples: Investment Agreement (Oxford Health Plans Inc)

ASSIGNMENT FORM. (To assign this Note, fill in the foregoing Warrantform below: I or we assign and transfer this Note to (Print or type assignee's name, execute this form address and supply required informationzip code) (Insert assignee's soc. Do not use this form to exercise the Warrantsec. or tax I.D. No.) FOR VALUE RECEIVED, [ ] all of or [ ] shares and irrevocably appoint agent to transfer this Note on the books of the foregoing Warrant and all rights evidenced thereby are hereby assigned Company. The agent may substitute another to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:act for him. ________________ ___, _______ Holder’s Signature: _________________________________________________ Holder’s AddressDate:___________________ Your Signature: _____________________________ ______________________________________________________________________ NOTE: The signature to this Assignment Form must correspond with the Sign exactly as your name as it appears on the face other side of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrantthis Note. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: 3 to FIRST SUPPLEMENTAL INDENTURE [FORM OF GUARANTEE] NiSource Inc. irrevocably and unconditionally guarantees the Obligations of NiSource Finance Corp., an Indiana corporation (the "Company") under the _____% Notes due 20__ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”"Notes") certifies thatof the Company, including that (i) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if lawful, and all other Obligations of the Company to the Holders or the Trustee shall be promptly paid in full or performed, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed, NiSource Inc. shall be obligated to pay or perform the same immediately. The obligations of NiSource Inc. to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Fifteen of the Indenture, and reference is hereby made to such Indenture for value receivedthe precise terms of this Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future, of NiSource Inc. shall have any liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This Guarantee and shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. THE TERMS OF ARTICLE FIFTEEN OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. NISOURCE INC. By:_____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply._______________

Appears in 1 contract

Samples: Nisource Inc/De

ASSIGNMENT FORM. If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (To assign Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint , agent to -------------------------------------- transfer this Note on the foregoing Warrantbooks of the Company. The agent may substitute another to act for him. Date: Signed: -------------------- ------------------------------------------- (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: ---------------------------------- In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the Securities Act of 1933, execute as amended (the "Securities Act") covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) November 15, 1999, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred: [Check One] --------- (1) ___ to the Company or a subsidiary thereof; or (2) ___ pursuant to and in compliance with Rule 144A under the Securities Act; or (3) ___ to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or (4) ___ outside the United States to a "foreign person" in compliance with Rule 904 of Regulation S under the Securities Act; or (5) ___ pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or (6) ___ pursuant to an effective registration statement under the Securities Act; or (7) ___ pursuant to another available exemption from the registration requirements of the Securities Act. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided that if box (3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications (including an investment letter in the case of box (3) or (4)) and supply required informationother information as the Trustee or the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares If none of the foregoing Warrant and all rights evidenced thereby are hereby assigned boxes is checked, the Trustee or Registrar shall not be obligated to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ NOTE: The signature to register this Assignment Form must correspond with Note in the name as it appears on of any person other than the face Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.17 of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant Indenture shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not applyhave been satisfied.

Appears in 1 contract

Samples: Stuart Entertainment Inc

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to to: Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:_: _______________ ___, _______ Holder’s Signature: Holder’s Address: (Signature Guaranteed): Date: ___________________, _____ Signature to be guaranteed by an authorized officer of a chartered bank, trust company or medallion guaranteed by an investment dealer who is a member of a recognized stock exchange. REDEMPTION NOTICE To: Name: Address: Alset EHome International Inc., a Delaware corporation (the “Company”) hereby irrevocably elects to exercise its redemption right under the Common Stock Purchase Warrant dated as of May [___], 2021, issued by the Company, and hereby redeems, for $[_____] per Warrant Share (the “Redemption Price”), at 5:00 p.m. (New York City time) on _______________, 20___ (the “Redemption Date”), [the portion of such Warrant that is exercisable for ________________ Warrant Shares][such Warrant in full]. Please be aware that exercise of the Holder’s Address's right to purchase Common Stock with respect to the portion of such Warrant so redeemed will only be accepted, in accordance with the terms of Section 2 of the Warrant, until 5:00 p.m. New York City time on the Redemption Date. Thereafter, the holder of the Warrant will only be entitled to receive the Redemption Price with respect to the portion of the Warrant so redeemed. Dated: ___________________________________, 202____ NOTEALSET EHOME INTERNATIONAL INC. By: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant SharesName: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.Title:

Appears in 1 contract

Samples: Alset EHome International Inc.

ASSIGNMENT FORM. (To assign the foregoing Warrantwarrant, execute this form and supply required information. Do not use this form to exercise the Warrantwarrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Namewhose address is --------------------------------------------------------- ---------------------------------------------------------------------------- Dated: (Please Print) ----------------------------- Holder's Signature: ----------------------------------- Holder's Address: (Please Print) Phone Number-------------------------------------- Signature Guaranteed: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: _______________________________________ ------------------------------------------------------- NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Xxxxxxxx Capital Corp. 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 April 9, 2002 Med Diversified. Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxxxxxxx, Xx. Chairman, President and CEO Gentlemen: This letter confirms our agreement with respect to the following facts: Pursuant to the settlement Agreement and Mutual General Releases ("Settlement Agreement") dated March 25, 2002, and the Warrant Surrender Letter referenced therein, MED is obligated to deliver to Xxxxxxxx Capital Corp. an aggregate 1,000,000 shares of MED common stock ("Shares") on the Effective Date. MED has informed Xxxxxxxx that it will issue a certificate representing the Share: registered to Xxxxxxxx upon approval from the American Stock Exchange ("AMEX") for listing the Shares, as well as listing 1,500,000 shares of MED common stock underlying the Replacement Warrant ("Warrant Shares: _______ Initial Exercise "), delivered to Xxxxxxxx on the Effective Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (Capitalized terms used herein have the “Warrant”) certifies thatsame meaning ascribed to them in the Settlement Agreement. The parties desire to set forth the protocol for issuance of the Shares post-Effective Date, for value receivedIt being understood that MED term remains obligated to deliver the Shares and cause its legal counsel to deliver the related Rule 144 opinion letter, _____________ or its assigns (the “Holder”) is entitled, and nothing herein constitutes a waiver thereof by Xxxxxxxx. In reliance upon the terms foregoing facts and subject to the limitations on exercise for other good and the conditions hereinafter set forthvaluable consideration, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (we agree as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.follows:

Appears in 1 contract

Samples: Settlement Agreement and Mutual General (Med Diversified Inc)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: ______________________ _________, _________ Holder’s Signature: Holder’s Address: _______________________________________ NOTE: The signature to this Assignment EXHIBIT B Form must correspond with the name as it appears on the face of the WarrantRepresentative’s Warrant Agreement NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, without alteration or enlargement or any change whatsoeverAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing WarrantTHIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C WARRANT TO PURCHASE COMMON STOCK PURCHASE WARRANT NRX PHARMACEUTICALS, INC. Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 20241 THIS SERIES C WARRANT TO PURCHASE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof ____, 2024 (the “Initial Exercise Date”) and on or and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York City time) on [_____]1 the date that is four and one-half (4.5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics CorporationNRX PHARMACEUTICALS, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Underwriting Agreement (NRX Pharmaceuticals, Inc.)

ASSIGNMENT FORM. (To If you the Holder want to assign this Note, fill in the foregoing Warrant, execute form below and have your signature guaranteed: I or we assign and transfer this form and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s SignatureNote to: _______________________________________ Holder’s Address: __________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________________________________________________________________________ ________________________________________________________________________________ (PRINT OR TYPE NAME, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”ADDRESS AND ZIP CODE AND SOCIAL SECURITY OR TAX ID NUMBER OF ASSIGNEES) certifies that, for value receivedand irrevocably appoint, ______________ or its assigns agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Dated: Signed: ------------------- ------------------------------- ------------------- ------------------------------- (SIGN EXACTLY AS NAME APPEARS ON THE OTHER SIDE OF THIS NOTE.) SIGNATURE GUARANTEE: ----------------------------------------------- Notice: Signature(s) must be guaranteed by a member firm of the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on Stock Exchange or a commercial bank or trust company. [_____]1 Form of Guarantee of Note] --------------------------- For good and valuable consideration receipt of which is hereby acknowledged, and intending to be legally bound hereby, each of Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. (together with each other subsidiary of the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form that pursuant to the terms of the Warrant Agency AgreementIndenture guarantees the Company's obligations under the Notes and the Indenture, the "Guarantors") hereby unconditionally and jointly and severally guarantees to the Holder of the note (the "Note"), authenticated and delivered by the Trustee, upon which this guarantee (the "Guarantee") is endorsed, the due and punctual payment of the principal of and interest on, and any Redemption Price with respect to, the Note, when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, in accordance with the terms of this Note and of the Indenture. The Guarantors agree to determine, at least one Business Day prior to the date upon which a payment of principal of and/or interest on, and any Redemption Price with respect to, the Note, is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company to punctually pay any such principal of or interest on, and any Redemption Price with respect to, the Note, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration or redemption or otherwise, and as if such payment were made by the Company. The Guarantors hereby agree that their obligations hereunder shall be as principal and not merely as surety, and shall be unconditional, irrevocable, and absolute, irrespective of, and shall be unaffected by, any invalidity, irregularity, or unenforceability of the Note or such Indenture, any failure to enforce the provisions of the Note or the Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto (unless the same shall also be provided to the Guarantors) by the Holder of the Note or the Trustee with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or of a guarantor. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any the Note or the indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by payment in full of the principal of and interest on, and any Redemption Price with respect to, the Note and the complete performance of the obligations contained in the Note, this Guarantee and the Indenture. The Guarantors shall be subrogated to all rights of the Holder of the Note against the Company in respect of all amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not, without the consent of the Holders of all of the outstanding Notes (the "Notes") of the series of which the Note is a part, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and interest on, and any Redemption Price with respect to, all Notes shall have been paid in full or payment thereof shall have been provided for and all other obligations contained in the Notes, the related Guarantees and the Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Notes shall not applyhave been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of the principal, Redemption Price or interest by the Company in respect of the Notes to the Holders of the Notes it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder to such trustee in bankruptcy, then the obligations of the Guarantors hereunder shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, this Guarantee shall be, and hereby is, limited to the maximum amount that may be guaranteed by the applicable Guarantor without rendering this Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. This Guarantee is intended for the benefit of the Trustee and each of the Holders of the Notes and shall be enforceable by such Trustee and such Holders. This Guarantee is subject to termination in accordance with the provisions of Article 10 of the Indenture. This Guarantee shall be governed by the laws of the State of Indiana without regard to principles of conflicts of law.

Appears in 1 contract

Samples: Vectren Utility Holdings Inc

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrantpurchase shares.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _____________________ _____________, ______ Holder’s Signature: Holder’s Address: EXHIBIT B FORM OF REPRESENTATIVE’S WARRANT AGREEMENT Tharimmune, Inc. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [__], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [_____________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant], without alteration or enlargement or any change whatsoever2028. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C WARRANT TO PURCHASE COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Shares: _______ Initial Exercise Date: [__________ __], 2022 2023 THIS SERIES C WARRANT TO PURCHASE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof [__], 2023 (the “Initial Exercise Date”) and on or and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York City time) on [_____]1 the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics CorporationTharimmune, Inc. (formerly Hillstream BioPharma, Inc.), a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Underwriting Agreement (Tharimmune, Inc.)

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant.) FOR VALUE RECEIVED, [ ] all of or [ ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Phone Number: Email Address: Dated:________________ ___, _______ Holder’s Signature: _______________________________________ Holder’s Address: , hereby sells, assigns and transfers unto Name (please type or print in block letters) Address the right to purchase Shares of Daybreak Oil and Gas, Inc represented by this Warrant Certificate to the extent of _______ Shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ____________________ attorney, to transfer the same on the books of the Company with full power of substitution in the premises. Signature Dated Notice: the signature on this assignment must correspond with the name as it appears upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. WARRANT CONVERSION EXERCISE FORM TO: Daybreak Oil and Gas, Inc. Pursuant to Section 2.3 of the Warrant, the Holder hereby irrevocably elects to convert Warrants with respect to Shares of the Company into Shares of the Company. A conversion calculation is attached hereto as Exhibit B-1. The undersigned requests that certificates for such Shares be issued as follows: Name (please type or print in block letters) Address Deliver to: and that a new warrant for the balance remaining of the warrants, if any, subject to the warrant be registered in the name of, and delivered to, the undersigned at the address stated above. Signature Dated Exhibit B-1 CALCULATION OF WARRANT CONVERSION X = Y(A-B) A Where: X = the number of Shares and/or Warrants to be issued to the Holder; Y = the number of Shares and/or Warrants to be converted under this Warrant; A = the Current Market Price of one share of Common Stock; and B = the Share Exercise Price. Fractional Converted Shares = ________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. EXHIBIT C BONE BIOLOGICS CORPORATION SERIES C COMMON STOCK PURCHASE WARRANT Warrant Shares: _______ Initial Exercise Date: __________ __, 2022 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”1), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Daybreak Oil & Gas Inc

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