Common use of FORM OF ELECTION TO PURCHASE Clause in Contracts

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Certificate) To CanArgo Energy Corporation: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ( ) full shares of Common Stock issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the name of the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: .

Appears in 4 contracts

Samples: Conversion Agreement (Canargo Energy Corp), Conversion Agreement (Canargo Energy Corp), Consent and Conversion Agreement (Canargo Energy Corp)

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FORM OF ELECTION TO PURCHASE. (To be Executed by executed if the Holder if he Desires holder desires to Exercise exercise the Warrants Evidenced by the Warrant Rights Certificate) To CanArgo Energy CorporationHovnanian Enterprises, Inc.: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced ____________________ Rights represented by the within Warrant this Rights Certificate for, and to purchase thereunder, ( ) full shares the one ten-thousandths of Common Stock a Preferred Share or other securities issuable upon the exercise of said Warrants such Rights and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents requests that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followssecurities be issued in the name of and delivered to: Please insert taxpayer identification Or social security number (if any) . or other identifying number: (Please print name) (Please print name and address) If said such number of Warrants shall Rights is not be all the Warrants Rights evidenced by the within Warrant this Rights Certificate, the undersigned requests that a new Warrant Rights Certificate evidencing for the Warrants not so exercised balance remaining of such Rights will be registered in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: Please insert social security or other identifying number: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: ________, __________ Signature(s) Guaranteed: SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Signature: .

Appears in 3 contracts

Samples: Rights Agreement (Hovnanian Enterprises Inc), Rights Agreement (Hovnanian Enterprises Inc), Rights Agreement (Hovnanian Enterprises Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Certificate) To CanArgo Energy Corporation: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ( ) full shares of Common Stock issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the name of the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: .

Appears in 2 contracts

Samples: Consent and Waiver (Canargo Energy Corp), Consent and Waiver (Canargo Energy Corp)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The VILLAGEEDOCS: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise ( purchase ______________ shares of Common Stock ("Common Stock"), no par value, of VillageEDOCS and encloses the warrant and $0.25 (or such other Exercise Price as determined pursuant to the terms of the Warrant) Warrantsfor each Warrant Share being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, evidenced which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureName of Warrant Holder: .(Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant

Appears in 1 contract

Samples: Note Purchase Agreement (Villageedocs Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed executed by the Holder if he Desires to Exercise exercise the Warrants Evidenced by right to purchase shares of Common Stock under the Warrant Certificate) to which this form applies, issued by Composite Industries of America, Inc. (the "Company")(formerly World Homes Inc.). To CanArgo Energy CorporationComposite Industries of America, Inc.: [The undersigned hereby irrevocably elects to purchase _____________ shares of common stock, $.001 value, of the Company (the "Common Stock") and, if such Holder is not utilizing the cashless exercise ( provisions set forth in this Warrant, encloses herewith $ [ ] in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) Warrantsfor the number of shares of Common Stock to which this Form of Election to Purchase relates, evidenced together with any applicable taxes payable by the within undersigned pursuant to the Warrant. By its delivery of this Form of Election To Purchase, the Holder represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 10 of this Warrant Certificate for, and to purchase thereunder, ( ) full which this notice relates. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered issued in the name of the undersigned at the following address and deliver the Certificate to that address: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: ., Name of Holder:

Appears in 1 contract

Samples: Composite Industries of America Inc

FORM OF ELECTION TO PURCHASE. WARRANT SHARES (To to be Executed by executed only upon exercise of Warrants) IRIDIUM WORLD COMMUNICATIONS LTD. [Note: No exercise of Warrants may be made prior to a shelf registration statement relating to the Holder if he Desires to Exercise Class A Common Stock underlying the Warrants Evidenced by the Warrant Certificate) To CanArgo Energy Corporation: [being declared effective.] The undersigned hereby irrevocably elects to exercise ( [ ] Warrants at an exercise price per share (subject to adjustment) Warrantsof $20.90 to acquire [ ] shares of Class A Common Stock, evidenced par value $0.01 per share, of Iridium World Communications Ltd. on the terms and conditions specified within the Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein to Iridium World Communications Ltd. and directs that the shares of Class A Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. Date: ---------------------- (Signature of Owner) ---------------------- (Street Address) ---------------------- (City) (State) (Zip Code) Signature Guaranteed by: [Signature must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-5] ------- 1. The signature must correspond with the name as written upon the face of the within Warrant Certificate forin every particular, without alteration or enlargement or any change whatsoever, and to purchase thereunder, ( ) full shares of Common Stock issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereundermust be guaranteed.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the name of the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: .

Appears in 1 contract

Samples: Warrant Agreement (Iridium LLC)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy Corporation: [The CORDIA CORPORATION In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise ( purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par value, of Cordia Corporation and encloses one warrant and $2.00 for each Warrant Share being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) Warrants, evidenced together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureName of Warrant Holder: .(Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the

Appears in 1 contract

Samples: Securities Purchase Agreement (Cordia Corp)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The InterSearch Group, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise ( purchase shares of Common Stock (“Common Stock”), $.001 par value, of InterSearch Group, Inc and encloses the warrant and $ for each Warrant Share being purchased or an aggregate of $ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) Warrants, evidenced together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureName of Warrant Holder: (Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant EXHIBIT I FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of day of July, 2006 by and among InterSearch Group, Inc., a corporation organized and existing under the laws of the State of Florida (“InterSearch” or the “Company”), and CapitalSouth Partners Fund I Limited Partnership, a North Carolina limited partnership (“CapitalSouth I”), CapitalSouth Partners Fund II, L.P., a North Carolina limited partnership (“CapitalSouth II”) and Xxxxxxx Mezzanine Partners II SBIC, L.P. , a Delaware limited partnership (“Xxxxxxx,” and collectively with CapitalSouth I and CapitalSouth II hereinafter referred to as the “Investors”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Investment Agreement between the Company and Investors dated as of the date of this Agreement (the “Investment Agreement”).

Appears in 1 contract

Samples: Investment Agreement (Intersearch Group Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed executed by the Holder registered holder if he Desires such holder desires to Exercise the Warrants Evidenced exercise Rights represented by the Warrant Right Certificate) To CanArgo Energy Corporationthe Rights Agent: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced Rights represented by the within Warrant this Right Certificate for, and to purchase thereunderthe shares of Preferred Stock, ( ) full shares of Common Stock or other securities issuable upon the exercise of said Warrants such Rights and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents requests that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsshares of Preferred Stock, shares of Common Stock or other securities be issued in the name of: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print name and address) Please insert social security or other identifying number number If said such number of Warrants Rights shall not be all the Warrants Rights evidenced by the within Warrant this Right Certificate, the undersigned requests that a new Warrant Right Certificate evidencing for the Warrants not so exercised balance remaining of such Rights shall be registered in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Please insert social security or other identifying number number Dated: Signature Signature Guaranteed: The undersigned hereby certifies that (A) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as those terms are defined in the Agreement), (B) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (C) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as those terms are defined in the Agreement). Signature: .

Appears in 1 contract

Samples: Rights Agreement (Depomed Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed executed if holder desires to exercise Rights represented by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Right Certificate.) To CanArgo Energy CorporationAmerican Stock Transfer and Trust Company, LLC: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced Rights represented by the within Warrant this Right Certificate for, and to purchase thereunder, ( ) full shares the [PLEASE CHECK THE APPLICABLE BOX] ¨ Preferred Shares ¨ Common Shares of Common Stock issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares Company (pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, Flip-In provision) ¨ Common Shares of another issuer (pursuant to the Flip-Over provision) issuable upon payment the exercise of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants such Rights and represents requests that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followssecurities be issued in the name of: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print name and address) Please insert social security or other identifying number: If said such number of Warrants Rights shall not be all the Warrants Rights evidenced by the within Warrant this Right Certificate, the undersigned requests that a new Warrant Right Certificate evidencing for the Warrants not so exercised balance remaining of such Rights shall be registered in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Please insert social security or other identifying number: Dated: SignatureSignature Form of Reverse Side of Right Certificate — continued Signature Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C Xxxxxx-Xxxx Pharmaceuticals, Inc. Summary Of Rights To Purchase Preferred Shares On November 15, 1999, the Board of Directors of Xxxxxx-Xxxx Pharmaceuticals, Inc. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Shares”), of the Company. The dividend was effective as of November 29, 1999 (the “Record Date”) with respect to the stockholders of record on that date. The Rights also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series B Junior Participating Preferred Stock, par value $.01 per share (the “Preferred Shares”), of the Company at a price of $100 per one one-hundredth of a Preferred Share (i.e., $10,000 per full Preferred Share) (the “Purchase Price”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 15, 1999, as amended to date (the “Rights Agreement”), between the Company and American Stock Transfer and Trust Company, LLC (the “Rights Agent”). The Rights Agreements allows the Company and the Rights Agent to make certain amendments of the Rights Agreement and of the Rights. They have done so as of October 19, 2009, in part to extend the expiration date of the Rights. This Summary takes account of such amendment, and references in this Summary to “Rights Agreement” and “Rights” should be understood to mean the Rights Agreement and Rights as so amended.

Appears in 1 contract

Samples: Rights Agreement (Hollis Eden Pharmaceuticals Inc /De/)

FORM OF ELECTION TO PURCHASE. (To be Be Executed by the Holder if he Desires to Upon Exercise the Warrants Evidenced by the Warrant Certificateof this Warrant) To CanArgo Torchlight Energy CorporationResources, Inc.: [The undersigned undersigned, the record holder of this Warrant (Warrant No. ), hereby irrevocably elects to exercise ( ) Warrantsthe right, evidenced represented by this Warrant, to purchase of the Warrant Shares and herewith and hereby tenders payment for such Warrant Shares to the order of Torchlight Energy Resources, Inc. of $ , representing the full purchase price for such shares at the price per share provided for in such Warrant and the delivery of any applicable taxes payable by the within undersigned pursuant to such Warrant. The undersigned requests that certificates for such shares be issued in the name of: (Please print name and address) Social Security or Tax Identification No. In the event that not all of the purchase rights represented by the Warrant Certificate forare exercised, a new Warrant, substantially identical to the attached Warrant, representing the rights formerly represented by the attached Warrant which have not been exercised, shall be issued in the name of and delivered to: (Please print name and address) Social Security or Tax Identification No. Dated: Name of Holder (Print): By: (Name): (Title): Form of Election to purchase thereunderPurchase FORM OF ASSIGNMENT FOR VALUE RECEIVED, ( hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned under the attached Warrant (Warrant No. ) full with respect to the number of shares of Common Stock issuable upon exercise covered thereby set forth opposite the name of such assignee unto: Shares of Name of Assignee Stock Address Number of Common If the total of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced purchase rights represented by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificateassigned, the undersigned requests that a new Warrant Certificate evidencing the Warrants purchase rights not so exercised assigned be registered issued in the name of and delivered to the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) undersigned. Dated: Signature: .Name of Holder (Print): (Signature of Holder)

Appears in 1 contract

Samples: Moradi David

FORM OF ELECTION TO PURCHASE. (To be Be Executed by the Holder if he the Holder Desires to Exercise the Warrants Warrant Evidenced by the Foregoing Warrant Certificate) To CanArgo Energy Corporation<COMPANY>.: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, the right to purchase evidenced by the within foregoing Warrant Certificate for, and to purchase thereunder, ( ) full shares of Common Stock Shares issuable upon exercise of said Warrants Warrant and delivery of $ $10.00 in cash, (as provided for in the foregoing Warrant Certificate) and payment of any applicable taxestaxes payable by the undersigned pursuant to such Warrant Certificate. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents requests that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsshares be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print name and address) If said number of Warrants warrant shares shall not be all the Warrants Warrant evidenced by the within foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants Warrant not so exercised be registered issued in the name of the undersigned at the following address and deliver the Certificate delivered to that address: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature, 20 Name of Holder (Print): (By:) (Title:) Carmell/ Carnegie Mellon License Final FORM OF ASSIGNMENT FOR VALUE RECEIVED, hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned in and to the number of Warrant Shares (as defined in and evidenced by the foregoing Warrant Certificate) set opposite the name of such assignee below and in and to the foregoing Warrant Certificate with respect to said Warrant and the Shares issuable upon exercise of said Warrant: .Name of Assignee Address Number of Warrant If the total of said Warrant Shares shall not be all the Warrant Shares evidenced by the foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrant not so assigned be issued in the name of and delivered to the undersigned. Name of Holder (Print): Dated: , 20 (By:) (Title:) Xxxxxxx/ Carnegie Mellon Final Attachment D

Appears in 1 contract

Samples: License Agreement (Alpha Healthcare Acquisition Corp Iii)

FORM OF ELECTION TO PURCHASE. (To be Be Executed by the Holder if he the Holder Desires to Exercise the Warrants Warrant Evidenced by the Foregoing Warrant Certificate) To CanArgo Energy Corporation<COMPANY>.: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, the Warrant evidenced by the within foregoing Warrant Certificate for, and to purchase thereunder, ( ) ,_____ full shares of Common Stock Shares issuable upon exercise of said Warrants Warrant and delivery of $ $10.00 in cash, (as provided for in the foregoing Warrant Certificate) and payment of any applicable taxestaxes payable by the undersigned pursuant to such Warrant Certificate. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents requests that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsshares be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print name and address) If said number of Warrants warrant shares shall not be all the Warrants Warrant evidenced by the within foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants Warrant not so exercised be registered issued in the name of the undersigned at the following address and deliver the Certificate delivered to that address: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature_______, 20__ Name of Holder (Print): (By:) (Title:) FORM OF ASSIGNMENT FOR VALUE RECEIVED, _____________ hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned in and to the number of Warrant Shares (as defined in and evidenced by the foregoing Warrant Certificate) set opposite the name of such assignee below and in and to the foregoing Warrant Certificate with respect to said Warrant and the Shares issuable upon exercise of said Warrant: Name of Assignee Address Number of Warrant If the total of said Warrant Shares shall not be all the Warrant Shares evidenced by the foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrant not so assigned be issued in the name of and delivered to the undersigned. Name of Holder (Print): Dated: ______, 20_ (By:) (Title:) Attachment D Per Section 7.4 of the license agreement between Carnegie Mellon and NeuBase Therapeutics, Inc. and dated as of December 17, 2018 (the “Agreement”), Licensee is required to furnish Carnegie Mellon with an annual commercialization report describing Licensee’s efforts to diligently commercialize Licensed Products during the past fiscal year and current plans for the next year. For convenience, Carnegie Mellon is providing the following outline to enable Licensee to report the required information. Per Section 7.5 of the Agreement, Licensee is required to provide Carnegie Mellon with Licensee’s financial statements for the immediately preceding fiscal year (including, at a minimum, an income statement, a statement of cash flows, and a balance sheet) that have been certified by Licensee’s treasurer, chief financial officer, or an independent auditor. Please include the financial statements with the submission of the Annual Commercialization Report. The submission will be treated as confidential business information of the company per Section 7.6 of the Agreement.

Appears in 1 contract

Samples: Assignment Agreement (Ohr Pharmaceutical Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Class B Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The MICROHELIX, INC. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase ___________________ shares of Class B Common Stock ("Common Stock"), no par value, of microHelix, Inc. and encloses the warrant. Method of Exercise (Please check one box): ¨ The undersigned elects to exercise ( the attached Warrant by means of a cash payment, and tenders herewith the Exercise Price (as defined in the Warrant, originally $__ per Warrant Share) Warrantsfor each Warrant Share being purchased or an aggregate of $_________ in cash or certified or official bank check or checks, evidenced which sum represents the aggregate Exercise Price together with any applicable taxes payable by the within undersigned pursuant to the Warrant. ¨ The undersigned elects to exercise the attached Warrant Certificate for, and to purchase thereunder, ( by means of the net exercise provisions of Section 5(d) full of the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of: (Please print name and address) (Please insert Social Security or Tax Identification Number) If the number of said Warrants shares of Common Stock issuable upon this exercise will not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivery delivered to: (Please print name and address) Dated: Name of $ Warrant Holder: (Print) (By) (Name) (Title) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant FORM OF ASSIGNMENT (To be signed only on transfer of Warrant) TO: MICROHELIX, INC. FOR VALUE RECEIVED, the undersigned Registered Holder Print Name of Holder (Please insert Social Security or Tax Identification Number of Registered Holder) hereby sells, assigns and payment transfers unto (Please Print Name and Address including Zip Code) (Please insert Social Security or Tax Identification Number of any applicable taxes. OR [Assignee) The undersigned hereby irrevocably elects right to convert ( ) Warrantspurchase ________ shares of Common Stock of microHelix, Inc., evidenced by the within Warrant Certificateattached Warrant, and irrevocably constitutes and appoints _____________________________________ attorney to acquire transfer this Warrant Shares pursuant to on the “Net Issue Conversion” provision books of microHelix, Inc. with the full power of substitution in Section 4 thereof, and, upon payment the premises. If this assignment is not an assignment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) all of the Securities Act shares of 1933, as amended and accordingly Common Stock which the Warrants being exercised and undersigned is entitled to purchase in accordance with the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificateenclosed Warrant, the undersigned requests that a new Warrant Certificate evidencing the Warrants right to purchase the shares of Common Stock not so exercised assigned hereby be registered issued in the name of and delivered to the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Registered Holder. Dated: Signature: By: Title: (Signature must conform in all respects to the name of the Registered Holder as specified on the face of the attached Warrant in every particular, without alteration or any change whatsoever.) Exhibit C Form of Contribution Agreement with Aequitas Capital Management, Inc. CONTRIBUTION AGREEMENT This Agreement is made and entered into effective as of December 30, 2009 (the "Effective Date"), by and between WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Company"), and Aequitas Capital Management, Inc., an Oregon corporation ("Contributing Party").

Appears in 1 contract

Samples: Contribution Agreement (CarePayment Technologies, Inc.)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The MICROHELIX, INC. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase shares of Common Stock ("Common Stock"), no par value, of microHelix, Inc. and encloses the warrant. Method of Exercise (Please check one box): o The undersigned elects to exercise ( the attached Warrant by means of a cash payment, and tenders herewith the Exercise Price (as defined in the Warrant, originally $__ per Warrant Share) Warrantsfor each Warrant Share being purchased or an aggregate of $ in cash or certified or official bank check or checks, evidenced which sum represents the aggregate Exercise Price together with any applicable taxes payable by the within undersigned pursuant to the Warrant. o The undersigned elects to exercise the attached Warrant Certificate for, and to purchase thereunder, ( by means of the net exercise provisions of Section 5(d) full of the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of: (Please print name and address) (Please insert Social Security or Tax Identification Number) If the number of said Warrants shares of Common Stock issuable upon this exercise will not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivery delivered to: (Please print name and address) Dated: ____________ Name of $ Warrant Holder: (Print) (By) (Name) (Title) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant FORM OF ASSIGNMENT (To be signed only on transfer of Warrant) TO: MICROHELIX, INC. FOR VALUE RECEIVED, the undersigned Registered Holder __________________________ Print Name of Holder _______________________________________ (Please insert Social Security or Tax Identification Number of Registered Holder) hereby sells, assigns and payment transfers unto (Please Print Name and Address including Zip Code) (Please insert Social Security or Tax Identification Number of any applicable taxes. OR [Assignee) The undersigned hereby irrevocably elects right to convert ( ) Warrantspurchase ________ shares of Common Stock of microHelix, Inc., evidenced by the within Warrant Certificateattached Warrant, and irrevocably constitutes and appoints _____________________________________ attorney to acquire transfer this Warrant Shares pursuant to on the “Net Issue Conversion” provision books of microHelix, Inc. with the full power of substitution in Section 4 thereof, and, upon payment the premises. If this assignment is not an assignment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) all of the Securities Act shares of 1933, as amended and accordingly Common Stock which the Warrants being exercised and undersigned is entitled to purchase in accordance with the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificateenclosed Warrant, the undersigned requests that a new Warrant Certificate evidencing the Warrants right to purchase the shares of Common Stock not so exercised assigned hereby be registered issued in the name of and delivered to the undersigned at the following address and deliver the Certificate to that addressRegistered Holder. Dated: ____________________ Signature: By: Title: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: Signature must conform in all respects to the name of the Registered Holder as specified on the face of the attached Warrant in every particular, without alteration or any change whatsoever.)

Appears in 1 contract

Samples: Microhelix Inc

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The Computer Software Innovations, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise ( purchase shares of Common Stock (“Common Stock”), $.001 par value, of Computer Software Innovations, Inc and encloses the warrant and $ for each Warrant Share being purchased or an aggregate of $ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) Warrants, evidenced together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureName of Warrant Holder: .(Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant FORM OF ASSIGNMENT (To be executed by the registered Warrant Holder to effect a transfer of the foregoing warrant pursuant to Section 4 thereof) FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers unto the foregoing Common Stock Purchase Warrant and the rights represented thereto to purchase the Common Stock, $.001 par value per share, of Computer Software Innovations, Inc. in accordance with terms and conditions thereof, and does hereby irrevocably constitute and appoint Attorney to transfer the said warrant on the books of the Company, with full power of substitution. Warrant Holder: __________________________________________ __________________________________________ Address Dated: , 200 In the presence of: __________________________________________ Exhibit IV THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A PREFERRED STOCK PURCHASE AGREE-MENT DATED AS OF FEBRUARY 10, 2005 (AS AMENDED BY A FIRST AMENDMENT THERETO DATED NOVEMBER 7, 2005) AND A WARRANT AMENDMENT AND EXCHANGE AGREE-MENT DATED DECEMBER 29, 2006, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAIN CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT. COMPUTER SOFTWARE INNOVATIONS, INC. COMMON STOCK PURCHASE WARRANT “B-2” Number of Shares: 1,608,868 Holder: Xxxxxx Partners LP c/x Xxxxxx Capital Advisors LLC Original Issue Date : February 11, 2005 Managing Partner Attn: Xxxxxx Xxxxxx Xxxxxx Reissue Date: December 29, 2006 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 Expiration Date: February 10, 2010 Tel (000) 000-0000 Fax (000) 000-0000 Exercise Price per Share: $0.85 xxx@xxxxxxxxxxxxxx.xxx Computer Software Innovations, Inc, a company organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, XXXXXX PARTNERS LP, or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to One Million Six Hundred Eight Thousand Eight Hundred Sixty-eight (1,608,868) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $.001 par value per share (the “Common Stock”), of the Company at a price of 85/100 Dollars ($0.85) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. New York City time on February 10, 2010 (or eighteen months of effectiveness of a Registration Statement subsequent to the issuance hereof (such eighteen months to be extended by one month for each month or portion of a month during which a Registration Statement’s effectiveness has lapsed or been suspended), whichever is longer)(the “Expiration Date”), and subject to the following terms and conditions:

Appears in 1 contract

Samples: Warrant Amendment and Exchange Agreement (Computer Software Innovations Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Certificate) To CanArgo Energy Corporation: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ( ) full shares of Common Stock issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the name of the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: .)

Appears in 1 contract

Samples: Waiver and Consent (Canargo Energy Corp)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The Computer Software Innovations, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise ( purchase shares of Common Stock (“Common Stock”), $.001 par value, of Computer Software Innovations, Inc and encloses the warrant and $ for each Warrant Share being purchased or an aggregate of $ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) Warrants, evidenced together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureName of Warrant Holder: .(Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant FORM OF ASSIGNMENT (To be executed by the registered Warrant Holder to effect a transfer of the foregoing warrant pursuant to Section 4 thereof) FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers unto the foregoing Common Stock Purchase Warrant and the rights represented thereto to purchase the Common Stock, $.001 par value per share, of Computer Software Innovations, Inc. in accordance with terms and conditions thereof, and does hereby irrevocably constitute and appoint Attorney to transfer the said warrant on the books of the Company, with full power of substitution. Warrant Holder: __________________________________________ __________________________________________ Address Dated: , 200 In the presence of: __________________________________________ Exhibit III THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A PREFERRED STOCK PURCHASE AGREE-MENT DATED AS OF FEBRUARY 10, 2005 (AS AMENDED BY A FIRST AMENDMENT THERETO DATED NOVEMBER 7, 2005) AND A WARRANT AMENDMENT AND EXCHANGE AGREE-MENT DATED DECEMBER 29, 2006, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAIN CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT. COMPUTER SOFTWARE INNOVATIONS, INC. COMMON STOCK PURCHASE WARRANT “B-1” Number of Shares: 2,000,000 Holder: Xxxxxx Partners LP c/x Xxxxxx Capital Advisors LLC Original Issue Date : February 11, 2005 Managing Partner Attn: Xxxxxx Xxxxxx Xxxxxx Reissue Date: December 29, 2006 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 Expiration Date: February 10, 2010 Tel (000) 000-0000 Fax (000) 000-0000 Exercise Price per Share: $2.0958 xxx@xxxxxxxxxxxxxx.xxx Computer Software Innovations, Inc, a company organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, XXXXXX PARTNERS LP, or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to Two Million (2,000,000) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $.001 par value per share (the “Common Stock”), of the Company at a price of Two and 958/10,000 Dollars ($2.0958) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. New York City time on February 10, 2010 (or eighteen months of effectiveness of a Registration Statement subsequent to the issuance hereof (such eighteen months to be extended by one month for each month or portion of a month during which a Registration Statement’s effectiveness has lapsed or been suspended), whichever is longer)(the “Expiration Date”), and subject to the following terms and conditions:

Appears in 1 contract

Samples: Warrant Amendment and Exchange Agreement (Computer Software Innovations Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Certificate) To CanArgo Energy Corporation: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ( ) full shares of Common Stock issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the name of the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: .:

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Canargo Energy Corp)

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FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationBlue Sphere Corporation Re: [The Election to Purchase Shares of Common Stock Under the Warrant Gentlemen: In accordance with the Warrant enclosed with this Election to Purchase, the undersigned hereby irrevocably elects to exercise ( ) Warrantspurchase _____________ shares of Common Stock of Blue Sphere Corporation at an original Exercise Price of [USD $0.___] per share, evidenced subject to adjustment under the terms and conditions of the Warrant, and encloses herewith $____________ in cash, certified or official bank check(s), which sum represents the aggregate price for the number of shares of Common Stock to which this Election to Purchase relates, together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. Any capitalized terms used but not defined in this Election to Purchase shall have the meaning ascribed to them in the accompanying Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of: Name: Taxpayer ID: Address: If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Name: Address: The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares shall be made pursuant to registration of the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined Common Stock under Rule 501(a) of the Securities Act of 1933, as amended and accordingly (the Warrants being exercised and the securities deliverable upon exercise thereof have been registered “Securities Act”), or pursuant to an exemption from registration under the Act or are exempt from registration thereunderSecurities Act. Please register the certificates for such share as followsHOLDER: Please insert taxpayer identification Or social security number Name: By: Title: Dated: , (if any) . (Please print name) (Please print address) If said number of Warrants shall not be Signature must conform in all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the respects to name of Hxxxxx as specified on the undersigned at face of the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: .Warrant)

Appears in 1 contract

Samples: Blue Sphere Corp.

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The Computer Software Innovations, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise ( purchase shares of Common Stock (“Common Stock”), $.001 par value, of Computer Software Innovations, Inc and encloses the warrant and $ for each Warrant Share being purchased or an aggregate of $ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) Warrants, evidenced together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureName of Warrant Holder: .(Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant FORM OF ASSIGNMENT (To be executed by the registered Warrant Holder to effect a transfer of the foregoing warrant pursuant to Section 4 thereof) FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers unto the foregoing Common Stock Purchase Warrant and the rights represented thereto to purchase the Common Stock, $.001 par value per share, of Computer Software Innovations, Inc. in accordance with terms and conditions thereof, and does hereby irrevocably constitute and appoint Attorney to transfer the said warrant on the books of the Company, with full power of substitution. Warrant Holder: __________________________________________ __________________________________________ Address Dated: , 200 In the presence of:

Appears in 1 contract

Samples: Warrant Amendment and Exchange Agreement (Computer Software Innovations Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationBlue Sphere Corporation Re: [The Election to Purchase Shares of Common Stock Under the Warrant Gentlemen: In accordance with the Warrant enclosed with this Election to Purchase, the undersigned hereby irrevocably elects to exercise ( ) Warrantspurchase _____________ shares of Common Stock of Blue Sphere Corporation at an Exercise Price of [$0.05/$0.075], evidenced and encloses herewith $____________ in cash, certified or official bank check(s), which sum represents the aggregate price for the number of shares of Common Stock to which this Election to Purchase relates, together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. Any capitalized terms used but not defined in this Election to Purchase shall have the meaning ascribed to them in the accompanying Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of: Name: Taxpayer ID: Address: If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Name: Address: The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares shall be made pursuant to registration of the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined Common Stock under Rule 501(a) of the Securities Act of 1933, as amended and accordingly (the Warrants being exercised and the securities deliverable upon exercise thereof have been registered “Securities Act”), or pursuant to an exemption from registration under the Act or are exempt from registration thereunderSecurities Act. Please register the certificates for such share as followsHOLDER: Please insert taxpayer identification Or social security number Name: By: Title: Dated: , (if any) . (Please print name) (Please print address) If said number of Warrants shall not be Signature must conform in all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the respects to name of Hxxxxx as specified on the undersigned at face of the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: .Warrant)

Appears in 1 contract

Samples: Blue Sphere Corp.

FORM OF ELECTION TO PURCHASE. (To be Executed executed if the registered holder desires to exercise Rights represented by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Rights Certificate.) To CanArgo Energy CorporationTo: [COMMERCIAL VEHICLE GROUP, INC. The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced Rights represented by the within Warrant this Rights Certificate for, and to purchase thereunder, ( ) full shares of Common Stock the Preferred Shares issuable upon the exercise of said Warrants and delivery such Rights (or such other securities of $ and payment the Company or of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by other person which may be issuable upon the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) exercise of the Securities Act of 1933, as amended Rights) and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the requests that certificates for such share as followsPreferred Shares (or such other securities) be issued in the name of: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print name and address) Please insert social security or other identifying number: If said such number of Warrants Rights shall not be all the Warrants Rights evidenced by the within Warrant this Rights Certificate, the undersigned requests that a new Warrant Rights Certificate evidencing for the Warrants not so exercised balance remaining of such Rights shall be registered in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Please insert social security or other identifying number: Dated: Signature, Signature (Signature must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: (Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program) The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Dated: , Signature (Signature must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) NOTICE The signatures in the foregoing Form of Assignment or Form of Election to Purchase, as the case may be, must correspond to the name as written upon the face of this Rights Certificate in ever particular, without alteration or enlargement or any change whatsoever. Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. In the event the certification set forth above in the foregoing Form of Assignment or Form of Election to Purchase, as the case may be is not completed, the Company will deem the Beneficial Owner of the Rights evidence by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On May 21, 2009, the Board of Directors (the “Board of Directors”) of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), entered into a Rights Agreement (the “Rights Agreement”) with ComputerShare Trust Company, N.A. and, in connection therewith, declared a dividend of one preferred share purchase right (a “Right”) for each share common stock, par value $0.01 per share (“Common Shares”), of the Company outstanding on June 1, 2009 (the “Record Date”), and further authorized the issuance of one Right for each Common Share issued after the Record Date and prior to the earlier of the Distribution Date and the Expiration Date (each as defined below). Once exercisable, each Right entitles the registered holder thereof to purchase from the Company one one-hundredth of a share of Series A Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company at a purchase price of $10.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. The Board of Directors adopted the Rights Agreement in order to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, the Rights Agreement works by imposing a significant economic penalty upon any person or group that acquires 20% or more of the outstanding shares of Common Shares of the Company without the approval of the Board of Directors. The Rights Agreement should not interfere with any merger or other business combination approved by the Board of Directors prior to the time at which a person or group first becomes an “Acquiring Person” (as defined below). The description and the terms and conditions of the Rights are set forth in the Rights Agreement, including the exhibits thereto. The Rights Agreement, including the terms of the Preferred Shares attached as an exhibit thereto, has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form 8-A and is incorporated herein by reference. A copy of the Rights Agreement is available free of charge from the Company. The following summary description of the Rights Agreement, including the terms of the Rights and the Preferred Shares, does not purport to be complete and is qualified in its entirety by reference to all the provisions of the Rights Agreement, including the exhibits thereto (which exhibits include the rights, privileges and preferences of the Preferred Shares) and the definitions contained therein, which are incorporated herein by reference. The Rights The Board of Directors declared a dividend of one Right with respect to each Common Share outstanding on or issued after June 1, 2009, and further authorized the issuance of one Right for each Common Share newly issued or disposed from such date until the earlier of the Distribution Date or the Expiration Date. The Rights currently trade with, and are inseparable from, the Common Shares. Initially, the Rights will be attached to and evidenced only by all certificates or book-entry credits representing outstanding Common Shares (and no separate Rights certificates will be issued), and the Rights will be attached to any Shares issued until the earlier of the Distribution Date or the Expiration Date. The Rights will separate from the Common Shares on the Distribution Date.

Appears in 1 contract

Samples: Rights Agreement (Commercial Vehicle Group, Inc.)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The Computer Software Innovations, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise ( purchase shares of Common Stock (“Common Stock”), $.001 par value, of Computer Software Innovations, Inc and encloses the warrant and $ for each Warrant Share being purchased or an aggregate of $ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) Warrants, evidenced together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureName of Warrant Holder: .(Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant FORM OF ASSIGNMENT (To be executed by the registered Warrant Holder to effect a transfer of the foregoing warrant pursuant to Section 4 thereof) FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers unto the foregoing Common Stock Purchase Warrant and the rights represented thereto to purchase the Common Stock, $.001 par value per share, of Computer Software Innovations, Inc. in accordance with terms and conditions thereof, and does hereby irrevocably constitute and appoint Attorney to transfer the said warrant on the books of the Company, with full power of substitution. Warrant Holder: __________________________________________ __________________________________________ Address Dated: , 200 In the presence of: __________________________________________ Exhibit II THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. IN ADDITION, A PREFERRED STOCK PURCHASE AGREE-MENT DATED AS OF FEBRUARY 10, 2005 (AS AMENDED BY A FIRST AMENDMENT THERETO DATED NOVEMBER 7, 2005) AND A WARRANT AMENDMENT AND EXCHANGE AGREE-MENT DATED DECEMBER 29, 2006, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAIN CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT. COMPUTER SOFTWARE INNOVATIONS, INC. COMMON STOCK PURCHASE WARRANT “A-2” Number of Shares: 1,608,868 Holder: Xxxxxx Partners LP c/x Xxxxxx Capital Advisors LLC Original Issue Date : February 11, 2005 Managing Partner Attn: Xxxxxx Xxxxxx Xxxxxx Reissue Date: December 29, 2006 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 Expiration Date: February 10, 2010 Tel (000) 000-0000 Fax (000) 000-0000 Exercise Price per Share: $0.70 xxx@xxxxxxxxxxxxxx.xxx Computer Software Innovations, Inc, a company organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, XXXXXX PARTNERS LP, or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to One Million Six Hundred Eight Thousand Eight Hundred Sixty-eight (1,608,868) shares (as adjusted from time to time as provided in Section 7, the “Warrant Shares”) of common stock, $.001 par value per share (the “Common Stock”), of the Company at a price of 70/100 Dollars ($0.70) per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. New York City time on February 10, 2010 (or eighteen months of effectiveness of a Registration Statement subsequent to the issuance hereof (such eighteen months to be extended by one month for each month or portion of a month during which a Registration Statement’s effectiveness has lapsed or been suspended), whichever is longer)(the “Expiration Date”), and subject to the following terms and conditions:

Appears in 1 contract

Samples: Warrant Amendment and Exchange Agreement (Computer Software Innovations Inc)

FORM OF ELECTION TO PURCHASE. (To be Be Executed by the Holder if he Desires to Upon Exercise the Warrants Evidenced by the Warrant CertificateOf Warrant) To CanArgo Energy Corporation: [The undersigned hereby irrevocably elects to exercise ( ) the right with respect to ______ Warrants, evidenced represented by the within this Warrant Certificate forCertificate, and to purchase thereunder, ( ) full receive shares of Common Stock issuable upon exercise and herewith makes payment therefor in the amount of said Warrants and delivery of $ and payment of any applicable taxes$___________. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents requests that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates a certificate for such share as follows: Please insert taxpayer identification Or social security number (if any) shares be registered in the name of , whose address is and that such shares be delivered to , whose address is . (Please print name) (Please print address) If said number of Warrants shall not be shares is less than all of the Warrants evidenced by the within Warrant Certificateshares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the Warrants not so exercised remaining balance of such shares be registered in the name of the undersigned at the following , whose address is , and deliver the that such Warrant Certificate be delivered to , whose address is . . Signature Date: Signature Guaranteed A8 EXHIBIT B [Form of Common Stock Requisition] [date] [Transfer Agent Name] [Transfer Agent Address] Re: Hvide Marine Incorporated Class A Warrant Agreement, dated as of December 15, 1999 Gentlemen: Reference is made to that addresscertain Class A Warrant Agreement, dated as of December 15, 1999 (the "Warrant Agreement"), by and between Hvide Marine Incorporated, a Delaware corporation (the "Company"), and State Street Bank and Trust Company, as warrant agent (the "Warrant Agent"). Pursuant to Section 10 of the Warrant Agreement, the Warrant Agent hereby requests that _________________, as transfer agent for the Company (the "Transfer Agent"), provide the Warrant Agent with duly executed certificates representing shares of common stock of the Company as set forth on Appendix 1 hereto. Such shares are to be issued in respect of Warrants (as defined in the Warrant Agreement) exercised pursuant to the Warrant Agreement. If this request is in respect of a Definitive Warrant (as defined in the Warrant Agreement) attached is a copy of the Application to Purchase Common Stock of each holder of the Warrants set forth on Appendix 1, indicating the citizenship of such holder. The Warrant Agent hereby certifies that it has received for the account of the Company the Exercise Price (as defined in the Warrant Agreement) in respect of each Warrant exercised for shares of common stock being requested hereunder. STATE STREET BANK AND TRUST COMPANY By: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) DatedName: Signature: .Title:

Appears in 1 contract

Samples: Warrant Agreement (Hvide Marine Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed and delivered by the Warrant CertificateHolder to exercise the Common Stock Purchase Warrant) To CanArgo Energy CorporationTo: [The DENTAL PATIENT CARE AMERICA, INC: In accordance with the Warrant enclosed with this Election to Purchase, the undersigned hereby irrevocably elects to exercise ( ) Warrantspurchase ____ percent of the total number of Warrant Shares issuable by DENTAL PATIENT CARE AMERICA, evidenced INC. The undersigned agrees to pay $0. _____ , the Exercise Price in the Warrant, for each Warrant Share being purchased, either in cash or by cashless exercise, which sum represents the aggregate Exercise Price (as defined in the Warrant together with any applicable taxes payable by the within undersigned pursuant to the Warrant. Please deliver to the undersigned written notice of the number of Warrant Certificate for, and to purchase thereunder, ( ) full Shares that may be purchased under the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) CHGO1\30855548.5 Dated: SignatureName of Warrant Holder: .(Print) By: (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant CHGO1\30855548.5

Appears in 1 contract

Samples: Dental Patient Care America Inc

FORM OF ELECTION TO PURCHASE. (To be Executed executed if holder desires to exercise Rights represented by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Right Certificate.) To CanArgo Energy CorporationTo: [TRICO MARINE SERVICES, INC. The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced Rights represented by the within Warrant this Right Certificate for, and to purchase thereunder, ( ) full shares of Common Stock the Preference Shares issuable upon the exercise of said Warrants such Rights and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents requests that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsPreference Shares be issued in the name of: Please insert taxpayer identification Or social security or other identifying number (if any) . (Please print name) (Please print name and address) If said such number of Warrants Rights shall not be all the Warrants Rights evidenced by the within Warrant this Right Certificate, the undersigned requests that a new Warrant Right Certificate evidencing for the Warrants not so exercised balance remaining of such Rights shall be registered in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: Please insert social security or other identifying number (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureSignature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C to Rights Agreement SUMMARY OF RIGHTS TO PURCHASE PREFERENCE SHARES On February 18, 1998, the Board of Directors of Trico Marine Services, Inc. (the "Company") declared a dividend payable on March 11, 1998 of one preferred stock purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share (the "Common Stock"), of the Company held of record on March 6, 1998 (the "Record Date"), or issued thereafter and prior to the Distribution Date (as hereinafter defined). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series AA Participating Cumulative Preference Stock, par value $0.01 per share (the "Preference Shares"), of the Company at a price of $105 per one one- thousandth of a Preference Share (the "Purchase Price"), subject to adjustment as described below. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 19, 1998 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Initial Status of the Rights The Rights Agreement provides that until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer that, if consummated, would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the Common Stock certificates. Until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. New Common Stock certificates issued after the Record Date but prior to the Distribution Date (or earlier redemption or expiration of the Rights) upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Distribution and Term of Rights As soon as practicable following the Distribution Date, separate certificates evidencing the Rights will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 19, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.

Appears in 1 contract

Samples: Rights Agreement (Trico Marine Services Inc)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Certificate) To CanArgo Energy Corporation: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ( ) full shares of Common Stock issuable upon exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be registered in the name of the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature: .:

Appears in 1 contract

Samples: Conversion Agreement (Canargo Energy Corp)

FORM OF ELECTION TO PURCHASE. (To be Executed executed if holder desires to exercise Rights represented by the Holder if he Desires to Exercise the Warrants Evidenced by the Warrant Rights Certificate) To CanArgo Energy CorporationLone Pine Resources Inc.: [The undersigned hereby irrevocably elects to exercise ( ) Warrants, evidenced Rights represented by the within Warrant this Right Certificate for, and to purchase thereunder, ( ) full the shares of Common Preferred Stock (or other securities or property) issuable upon the exercise of said Warrants such Rights and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents requests that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsshares of Preferred Stock (or such other securities) be issued in the name of: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print name and address) If said such number of Warrants Rights shall not be all the Warrants Rights evidenced by the within Warrant this Right Certificate, the undersigned requests that a new Warrant Right Certificate evidencing for the Warrants not so exercised balance remaining of such Rights shall be registered in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: Please insert social security or other identifying number (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: SignatureSignature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures should be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company's Rights Agent. (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK OF LONE PINE RESOURCES INC. On , 2011, the Board of Directors of Lone Pine Resources Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share, of the Company (the "Common Stock"). The dividend is payable on , 2011 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a price of $ per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of , 2011, as the same may be amended from time to time (the "Rights Agreement"), between the Company and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Rights Agreement. Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with this Summary of Rights. Certain exceptions have been included in the Rights Agreement in order to ensure that Forest Oil Corporation, including its affiliates and associates, are not by virtue of their share ownership in the Company deemed to be an Acquiring Person. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on , 2014 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $ per share, and (b) an amount equal to 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of the greater of (a) $ per share (plus any accrued but unpaid dividends), and (b) an amount equal to 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become null and void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become null and void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become null and void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights.

Appears in 1 contract

Samples: I Rights Agreement (Lone Pine Resources Inc.)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The ABC CORP In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise ( purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par value, of ABC CORP and encloses one warrant and $________ for each Warrant Share being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) Warrants, evidenced together with any applicable taxes payable by the within Warrant Certificate for, and undersigned pursuant to purchase thereunder, ( ) full the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise of said Warrants and delivery of $ and payment of any applicable taxes. OR [The undersigned hereby irrevocably elects to convert ( ) Warrants, evidenced by be issued in the within Warrant Certificate, and to acquire Warrant Shares pursuant to the “Net Issue Conversion” provision in Section 4 thereof, and, upon payment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) of the Securities Act of 1933, as amended and accordingly the Warrants being exercised and the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as followsname of: Please insert taxpayer identification Or social security number (if any) . (Please print namename and address) (Please print addressinsert Social Security or Tax Identification Number) If said the number of Warrants shares of Common Stock issuable upon this exercise shall not be all of the Warrants evidenced by shares of Common Stock which the within Warrant Certificateundersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a new New Warrant Certificate (as defined in the Warrant) evidencing the Warrants right to purchase the shares of Common Stock not so exercised issuable pursuant to the exercise evidenced hereby be registered issued in the name of the undersigned at the following address and deliver the Certificate to that addressdelivered to: (Please print name and address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Dated: Signature______________ Name of Warrant Holder: .(Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant

Appears in 1 contract

Samples: Securities Purchase Agreement (Bond Laboratories, Inc.)

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise the Warrants Evidenced executed by the Warrant CertificateHolder to exercise the right to purchase shares of Class B Common Stock under the foregoing Warrant) To CanArgo Energy CorporationTo: [The MICROHELIX, INC. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase ______________ shares of Class B Common Stock ("Common Stock"), no par value, of microHelix, Inc. and encloses the warrant. Method of Exercise (Please check one box): ¨ The undersigned elects to exercise ( the attached Warrant by means of a cash payment, and tenders herewith the Exercise Price (as defined in the Warrant, originally $__ per Warrant Share) Warrantsfor each Warrant Share being purchased or an aggregate of $ _________ in cash or certified or official bank check or checks, evidenced which sum represents the aggregate Exercise Price together with any applicable taxes payable by the within undersigned pursuant to the Warrant. ¨ The undersigned elects to exercise the attached Warrant Certificate for, and to purchase thereunder, ( by means of the net exercise provisions of Section 5(d) full of the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of: (Please print name and address) (Please insert Social Security or Tax Identification Number) If the number of said Warrants shares of Common Stock issuable upon this exercise will not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivery delivered to: (Please print name and address) Dated: Name of $ Warrant Holder: (Print) (By) (Name) (Title) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant FORM OF ASSIGNMENT (To be signed only on transfer of Warrant) TO: MICROHELIX, INC. FOR VALUE RECEIVED, the undersigned Registered Holder Print Name of Holder (Please insert Social Security or Tax Identification Number of Registered Holder) hereby sells, assigns and payment transfers unto (Please Print Name and Address including Zip Code) (Please insert Social Security or Tax Identification Number of any applicable taxes. OR [Assignee) The undersigned hereby irrevocably elects right to convert ( ) Warrantspurchase ________ shares of Common Stock of microHelix, Inc., evidenced by the within Warrant Certificateattached Warrant, and irrevocably constitutes and appoints _____________________________________ attorney to acquire transfer this Warrant Shares pursuant to on the “Net Issue Conversion” provision books of microHelix, Inc. with the full power of substitution in Section 4 thereof, and, upon payment the premises. If this assignment is not an assignment of any applicable taxes, to acquire Warrant Shares thereunder.] The undersigned hereby warrants and represents that he/it is an “accredited investor” as defined under Rule 501(a) all of the Securities Act shares of 1933, as amended and accordingly Common Stock which the Warrants being exercised and undersigned is entitled to purchase in accordance with the securities deliverable upon exercise thereof have been registered under the Act or are exempt from registration thereunder. Please register the certificates for such share as follows: Please insert taxpayer identification Or social security number (if any) . (Please print name) (Please print address) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificateenclosed Warrant, the undersigned requests that a new Warrant Certificate evidencing the Warrants right to purchase the shares of Common Stock not so exercised assigned hereby be registered issued in the name of and delivered to the undersigned at the following address and deliver the Certificate to that address: (Please print address) (SIGNATURES CONTINUED ON FOLLOWING PAGE) Registered Holder. Dated: Signature: By: Title: (Signature must conform in all respects to the name of the Registered Holder as specified on the face of the attached Warrant in every particular, without alteration or any change whatsoever.)

Appears in 1 contract

Samples: Microhelix Inc

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