Common use of FORM OF SUBSCRIPTION Clause in Contracts

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGY, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, * shares of Common Stock of COIL TUBING TECHNOLOGY, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on the over-the-counter market or pink sheets; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Stock Option Agreement (Coil Tubing Technology, Inc.)

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FORM OF SUBSCRIPTION. (To be signed only upon exercise of OptionWarrant) To COIL TUBING TECHNOLOGYTo: Cardima, INC.: Inc. The undersigned, the holder of the enclosed Optionwithin Warrant, hereby irrevocably elects to exercise the purchase right represented by such Option Warrant for, and to purchase thereunder, * ( ) shares of Common Stock of COIL TUBING TECHNOLOGY[ ] Inc. (the “Company”), INC. and herewith makes payment in the amount of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or $ therefor. The certificates for such shares should be issued in the name of of, and delivered to, whose address is . The undersigned represents, unless the exercise of this Warrant has been registered under the Securities Act of 1933, as amended (the “Securities Act”), that (i) the undersigned is acquiring such Common Stock for his or its own account for investment and not with a view to or for sale in connection with any distribution thereof (except for any resale pursuant to a registration statement under the Securities Act), (ii) the undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the undersigned’s investment in the shares of Common Stock, (iii) the undersigned has received all of the information the undersigned requested from the Company and the undersigned considers necessary or appropriate for deciding whether to purchase the shares, (iv) the undersigned has the ability to bear the economic risks of the undersigned’s prospective investment and (v) the undersigned is able, without materially impairing his financial condition, to hold the shares of Common Stock for an indefinite period of time and to suffer complete loss on the undersigned’s investment. Dated:______________ ____________________________________________ The undersigned is an “accredited investor” as defined in Regulation D of the Securities and Exchange Commission on the date hereof. DATED: (Signature must conform in all respects to name of holder as specified on the face of the enclosed OptionWarrant) ____________________________________________ (Printed Name) ____________________________________________ (Address) THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. ASSIGNMENT FORM (*To be executed only upon transfer of this Warrant) Insert here For value received, the number undersigned registered holder of shares called for the within Warrant hereby sells, assigns and transfers unto (the “Assignee”) the right represented by such Warrant to purchase Warrant Shares and all other rights of the Holder with respect thereto under the within Warrant, and appoints as Attorney to make such transfer on the face books of Cardima, Inc. maintained for such purpose, with full power of substitution in the premises. The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Option orSecurities Act of 1933, in the case of a partial exerciseas amended, or any state securities laws. Further, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered Assignee has acknowledged that upon exercise. Calculation pursuant to Section 3(f)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQWarrant, the Average Closing Bid Price on the over-the-counter market or pink sheets; providedAssignee shall, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed requested by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusiveconfirm in writing, shall be used)in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale. In no event shall the Fair Market Value of any share of Common Stock be less than its par valueDated: . Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value[MEDALLION GUARANTEE] (Signature) (Print Name) (Street Address) (City) (State) (Zip Code) INVESTMENT REPRESENTATION STATEMENT

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Cardima Inc)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYVERTEX ENERGY, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, ,_______* shares of Common Stock of COIL TUBING TECHNOLOGYVERTEX ENERGY, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(e)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(e)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Stock Option Agreement (Vertex Energy Inc.)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGY, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, * shares of Common Stock of COIL TUBING TECHNOLOGY, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:____________: The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases __ ________* shares of Common Stock of _________________, and herewith makes payment of $___________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to ___________________________, whose address is ______________________________ ___________. Dated: (Signature must conform in all respects to name of holder as specified on the face or Warrant) ---------------------------- (Street Address) ---------------------------- (City) (State) (Zip Code) --------------------------- *Insert the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for Additional Shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the enclosed Option) ___________________________Warrant, to the holder surrendering the Warrant. FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto _________________ the right represented by such Warrant to purchase shares of Common Stock of to which such Warrant relates, and appoints Attorney to make such transfer on the books of maintained for such purpose, with full power of substitution in the premises. Dated: (Printed Name) ____________________________________________ (Address) (*) Insert here the number Signature must conform in all respects to name of shares called for holder as specified on the face of the Option or, or Warrant) ---------------------------- (Street Address) ---------------------------- (City) (State) (Zip Code) Signed in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on the over-the-counter market or pink sheets; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Valuepresence of: -------------------------- EXHIBIT C SUBORDINATION AGREEMENT ----------------------- EXHIBIT D INTERCREDITOR AGREEMENT -----------------------

Appears in 1 contract

Samples: Warrant Purchase Agreement (Allis Chalmers Corp)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of OptionWarrant) To COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC.: The undersigned, the holder of the enclosed OptionWarrant, hereby irrevocably elects to exercise the purchase right represented by such Option Warrant for, and to purchase thereunder, ______________ * shares of Common Stock of COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Warrant Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed OptionWarrant) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option Warrant or, in the case of a partial exercise, the portion thereof as to which the Option Warrant is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Warrant Agreement pursuant to which the Option Warrant was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Warrant Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Warrant Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Warrant Agreement (Data Call Technologies)

FORM OF SUBSCRIPTION. (To be signed executed only upon exercise of OptionWarrant) To COIL TUBING TECHNOLOGY, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, * shares of Common Stock of COIL TUBING TECHNOLOGY, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ _________________ The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ________ shares of Common Stock of PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation, and herewith makes payment of $________ therefor [by application pursuant to section 1.5 of such Warrant of $________ aggregate principal amount of Notes (as defined in such Warrant) plus $________ accrued interest thereon] [by cashless exercise pursuant to section 1.6 of such Warrant], and requests that the certificates for such shares be issued in the name of, and delivered to ________ whose address is ________. [The undersigned hereby instructs you to credit the principal amount of each Note so applied against the installments of principal remaining unpaid on such Note in the ________ order of their maturity dates.] Dated: ______________ ________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Optionthis Warrant) _____________[insert address] _______________________________ (Printed Name) ____________________________________________ (Address) (*) Insert 1Insert here the number of shares called for on the face of the Option this Warrant (or, in the case of a partial exercise, the portion thereof as to which the Option thgis Warrant is being exercised), in either case without making any adjustment for (i) additional Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was grantedthis Warrant, may be delivered upon exercise. Calculation exercise of (ii) a payment effected by cashless exercise pursuant to Section 3(f)(ii) section 1.6 of this Warrant. In the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined case of a partial exercise, a new warrant or Warrants will be issued and adjusted in delivered, representing the Stock Option Agreement) ________________ = Fair Market Value - the average closing price unexercised portion of the Common Stock (if actual sales price information on any trading day is not availablethis Warrant, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (holder surrendering the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on the over-the-counter market or pink sheets; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used)same. In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value2Delete inapplicable language in brackets.

Appears in 1 contract

Samples: Perma Fix Environmental Services Inc

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, _____________-* shares of Common Stock of COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant Option (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _______________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Option Agreement (Data Call Technologies)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of OptionWarrant) To COIL TUBING TECHNOLOGYAMERICAN LEISURE HOLDINGS, INC.: The undersigned, the holder of the enclosed OptionWarrant, hereby irrevocably elects to exercise the purchase right represented by such Option Warrant for, and to purchase thereunder, * shares of Common Stock of COIL TUBING TECHNOLOGYAMERICAN LEISURE HOLDINGS, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Warrant Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed OptionWarrant) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option Warrant or, in the case of a partial exercise, the portion thereof as to which the Option Warrant is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Warrant Agreement pursuant to which the Option Warrant was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Warrant Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Warrant Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ ____= Shares to be Issued = [ Total Shares Exercised -------------------------------------------------- — { ------------------------------------------------------------ }] Fair Market Value

Appears in 1 contract

Samples: Warrant Agreement (American Leisure Holdings, Inc.)

FORM OF SUBSCRIPTION. (To be signed only upon on exercise of OptionCommon Stock Purchase Warrant) To COIL TUBING TECHNOLOGYTO: RXBAZAAR.COM, INC.: . The undersigned, the registered holder xx xxx xxxxxn Common Stock Purchase Warrant of the enclosed OptionRXBAZAAR.COM, INC., hereby irrevocably elects to exercise the purchase right represented by such Option this Commox Xxxxx Xxxxhase Warrant for, and to purchase thereunder, ___________* shares of Common Stock of COIL TUBING TECHNOLOGYRXBAZAAR.COM, INC. ., and the undersigned herewith makes payment of US $_________ xxxrefor, and requests that the certificates for such shares be issued in the name of and delivered to, ____________, whose address is _______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned__________. Dated:________________ ____________________________________________ (Signature must conform in all respects to name of registered holder as specified on the face of the enclosed OptionWarrant) Signed in the presence of: -------------------------- *Insert here the number of shares (all or part of the number of shares called for in the Common Stock Purchase Warrant) as to which the Common Stock Purchase Warrant is being exercised without making any adjustment for any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Common Stock Purchase Warrant, may be deliverable on exercise. FORM OF ASSIGNMENT (To be signed only on transfer of Common Stock Purchase Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto _________________________ the right represented by the within Common Stock Purchase Warrant to purchase _____________________ shares of Common Stock of RXBAZAAR.COM, INC. to which the within Common Stock Purchase Warrant xxxxxxx, xxd appoints such person Attorney to transfer such right on the books of RXBAZAAR.COM, INC. with full power of substitution in the premises. Xxxxx:________________ ________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number Signature must conform in all respects to name of shares called for registered holder as specified on the face of the Option or, Warrant) Signed in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price presence of: ---------------------- ---------------------------------------- (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”Address), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on the over-the-counter market or pink sheets; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Sb Merger Corp

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, ___________________ * shares of Common Stock of COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant Option (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _______________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Option Agreement (Data Call Technologies)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of OptionWarrant) To COIL TUBING TECHNOLOGYAMERICAN LEISURE HOLDINGS, INC.: The undersigned, the holder of the enclosed OptionWarrant, hereby irrevocably elects to exercise the purchase right represented by such Option Warrant for, and to purchase thereunder, * shares of Common Stock of COIL TUBING TECHNOLOGYAMERICAN LEISURE HOLDINGS, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Warrant Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed OptionWarrant) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option Warrant or, in the case of a partial exercise, the portion thereof as to which the Option Warrant is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Warrant Agreement pursuant to which the Option Warrant was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Warrant Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Warrant Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. [ [Total Shares Exercised x Purchase Price Price] ] _____________ = [ Shares to be Issued = Total Shares Exercised -------------------------------------------------- - [---------------------------------- ] ] [ [ Fair Market ValueValue ] ] Warrant Agreement American Leisure Holdings, Inc. Xxxxxxx X. Xxxxxx in connection with the Guaranty of the June 2007 Xxxxxxx Funding

Appears in 1 contract

Samples: Warrant Agreement (American Leisure Holdings, Inc.)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, ___________________* shares of Common Stock of COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant Option (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _______________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Option Agreement (Data Call Technologies)

FORM OF SUBSCRIPTION. (TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT FOR CASH To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYFINANCIAL PACIFIC INSURANCE GROUP, INC.: . The undersigned, the undersigned registered holder of the enclosed Option, within Warrant hereby irrevocably elects to exercise the purchase right represented by exercises such Option for, Warrant for and to purchase purchases thereunder, * *shares of Common Stock of COIL TUBING TECHNOLOGYFINANCIAL PACIFIC INSURANCE GROUP, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o)$ therefor, and requests that the certificate or certificates for such shares be issued in as follows: ------------------------------------------ Name ------------------------------------------ Address ------------------------------------------ Delivery Address (if different) ------------------------------------- ------------------------------------- Social Security or Other Taxpayer Signature Identification Number of Holder Note: The above signature must correspond with the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. If the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) certificate representing the Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered the signature of the holder hereof must be guaranteed. * Insert here the number of shares called for on the face of the Option or, this Warrant (or in the case of a partial exercise, the portion thereof as to which the Option this Warrant is being exercised), in either case without making any adjustment for additional Common Stock or any other stock or other securities or property or cash or combination thereof which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was grantedWarrant Agreement, may be delivered upon exercise. Calculation In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant. TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT FOR APPRECIATION CURRENCY (CASHLESS EXERCISE) To FINANCIAL PACIFIC INSURANCE GROUP, INC. The undersigned registered holder of the within Warrant hereby irrevocably exercises such Warrant by surrendering the right to purchase *shares of Common Stock of FINANCIAL PACIFIC INSURANCE GROUP, INC. as Appreciation Currency for the number of Shares issuable therefor pursuant to Section 3(f)(ii) 3 of the Stock Option Agreement ________________ = Total Warrant Agreement, and requests that the certificates for such shares be issued as follows: ------------------------------------------ Name ------------------------------------------ Address ------------------------------------------ Delivery Address (if different) ------------------------------------- ------------------------------------- Social Security or Other Taxpayer Signature Identification Number of Holder Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. If the certificate representing the Shares Exercised ________________ = Purchase Price (as defined and adjusted or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered the Stock Option Agreement) ________________ = Fair Market Value - the average closing price signature of the Common Stock (if actual sales price information holder hereof must be guaranteed. * Insert here the number of shares called for on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise face of this Warrant (or in the “Average Closing Bid Price”case of a partial exercise, the portion thereof as to which this Warrant is being exercised), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the in either case without making any adjustment for additional Common Stock is not traded on NASDAQor any other securities or property or cash or combination thereof which, pursuant to the Average Closing Bid Price on the over-the-counter market or pink sheets; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value adjustment provisions of the Common StockWarrant Agreement, as determined by may be delivered upon exercise. In the Board case of Directors a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the CompanyWarrant, whose determination shall be conclusive, shall be used). In no event shall to the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Valueholder surrendering the Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Financial Pacific Insurance Group Inc)

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FORM OF SUBSCRIPTION. (To be signed only upon exercise of OptionBe Signed Only On Exercise Of Warrant) To COIL TUBING TECHNOLOGY, INC.To: United Energy Corp. [ ] [ ] Attention: [ ] The undersigned, pursuant to the holder of provisions set forth in the enclosed Optionattached Warrant (No.____), hereby irrevocably elects to exercise purchase (check applicable box): ________ shares of the purchase right represented Common Stock covered by such Option for, and to purchase thereunder, * Warrant; or the maximum number of shares of Common Stock of COIL TUBING TECHNOLOGY, INCcovered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. and The undersigned herewith makes payment of US the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): $__________ in lawful money of the United States; and/or the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:___________________________ whose address is ____________________________________________ __________. The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated: (Signature must conform in all respects to name of holder as specified on the face of the enclosed OptionWarrant) ____________________________________________ Address: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (Printed NameTo Be Signed Only On Transfer Of Warrant) ____________________________________________ (AddressFor value received, the undersigned hereby sells, assigns, and transfers unto the person(s) (*) Insert here named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares called for of Common Stock of United Energy Corp. into which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of United Energy Corp. with full power of substitution in the premises. Transferees Address Percentage Transferred Number Transferred Dated: (Signature must conform to name of holder as specified on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(iiWarrant) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price Address: SIGNED IN THE PRESENCE OF: (as defined and adjusted in the Stock Option AgreementName) ________________ = Fair Market Value - the average closing price of the Common Stock ACCEPTED AND AGREED: [TRANSFEREE] (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”Name), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on the over-the-counter market or pink sheets; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: United Energy Corp /Nv/

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGY, INC.ACIES CORPORATION: The undersigned, the holder of the enclosed Option, with an effective date of February 18, 2010, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, * shares of Common Stock of COIL TUBING TECHNOLOGY, INC. ACIES CORPORATION and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(e)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(e)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Stock Option Agreement (Acies Corp)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, * shares of Common Stock of COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant Option (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Option Agreement (Data Call Technologies)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of OptionWarrant) To COIL TUBING TECHNOLOGYTo: Cardima, INC.: Inc. The undersigned, the holder of the enclosed Optionwithin Warrant, hereby irrevocably elects to exercise the purchase right represented by such Option Warrant for, and to purchase thereunder, * shares of Common Stock of COIL TUBING TECHNOLOGY, INC. and herewith makes payment of US $_________________ (or elects to pay for the exercise in ______) shares of common stock pursuant to Section 3(f)(ii) Stock of [__________] Inc. (the Stock Option Agreement as evidenced by the calculation below by checking this box o"Company"), and requests that herewith makes payment in the certificate or amount of therefor. The certificates for such shares should be issued in the name of of, and delivered to the undersigned. Dated:to, ______________ whose address ______________________________________________________________. The undersigned represents, unless the exercise of this Warrant has been registered under the Securities Act of 1933, as amended (the "Securities Act"), that (i) the undersigned is acquiring such Common Stock for his or its own account for investment and not with a view to or for sale in connection with any distribution thereof (except for any resale pursuant to a registration statement under the Securities Act), (ii) the undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the undersigned's investment in the shares of Common Stock, (iii) the undersigned has received all of the information the undersigned requested from the Company and the undersigned considers necessary or appropriate for deciding whether to purchase the shares, (iv) the undersigned has the ability to bear the economic risks of the undersigned's prospective investment and (v) the undersigned is able, without materially impairing his financial condition, to hold the shares of Common Stock for an indefinite period of time and to suffer complete loss on the undersigned's investment. The undersigned is an "accredited investor" as defined in Regulation D of the Securities and Exchange Commission on the date hereof. DATED: ________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed OptionWarrant) (Address) THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. ASSIGNMENT FORM (To be executed only upon transfer of this Warrant) For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto ______________________ (the "Assignee") the right represented by such Warrant to purchase ___________ Warrant Shares and all other rights of the Holder with respect thereto under the within Warrant, and appoints as Attorney to make such transfer on the books of Cardima, Inc. maintained for such purpose, with full power of substitution in the premises. The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale. Dated: ____________________________________________ . [MEDALLION GUARANT] (Printed Signature) (Print Name) ____________________________________________ (Street Address) (*City) Insert here the number of shares called for on the face of the Option or(State) (Zip Code) EXHIBIT B CONFIDENTIAL PURCHASER QUESTIONNAIRE CONFIDENTIAL PURCHASER QUESTIONNAIRE THIS QUESTIONNAIRE WILL BE USED IN CONNECTION WITH VARIOUS INVESTMENTS MADE BY THE UNDERSIGNED FROM TIME TO TIME, in the case of a partial exerciseWHICH SUCH INVESTMENTS SHALL BE BROUGHT TO THE UNDERSIGNED BY, the portion thereof as to which the Option is being exercisedAND MADE THROUGH, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property whichSMH CAPITAL THE COMPANY SHALL HAVE THE RIGHT TO FULLY RELY ON THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN UNTIL SUCH TIME AS THE UNDERSIGNED HAS FURNISHED AN AMENDED CONFIDENTIAL PURCHASER QUESTIONNAIRE. THIS QUESTIONNAIRE MUST BE ANSWERED FULLY AND RETURNED TO SMH CAPITAL THE INFORMATION SUPPLIED IN THIS QUESTIONNAIRE WILL BE HELD IN STRICT CONFIDENCE. NO INFORMATION WILL BE DISCLOSED EXCEPT TO THE EXTENT THAT SUCH DISCLOSURE IS REQUIRED BY LAW OR REGULATION, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on the over-the-counter market or pink sheets; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market ValueOTHERWISE DEMANDED BY PROPER LEGAL PROCESS OR IN LITIGATION INVOLVING THE COMPANY IN WHICH YOU ARE INVESTING AND ITS CONTROLLING PERSONS.

Appears in 1 contract

Samples: Subscription Agreement (Cardima Inc)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, ________________* shares of Common Stock of COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant Option (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _______________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Option Agreement (Data Call Technologies)

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, _________________* shares of Common Stock of COIL TUBING TECHNOLOGYDATA CALL TECHNOLOGIES, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(d)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant Option (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _______________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Data Call Technologies

FORM OF SUBSCRIPTION. (To be signed only upon exercise of Option) To COIL TUBING TECHNOLOGYXXXXX ENERGY, INC.: The undersigned, the holder of the enclosed Option, hereby irrevocably elects to exercise the purchase right represented by such Option for, and to purchase thereunder, ,* shares of Common Stock of COIL TUBING TECHNOLOGYXXXXX ENERGY, INC. and herewith makes payment of US $_______________(or elects to pay for the exercise in shares of common stock stock, as provided for in the Option, pursuant to Section 3(f)(ii3(e)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ ____________________________________________ (Signature must conform in all respects to name of holder xxxxxx as specified on the face of the enclosed Option) ____________________________________________ (Printed Name) ____________________________________________ (Address) (*) Insert here the number of shares called for on the face of the Option or, in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii3(e)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on in the over-the-counter market or pink sheetsmarket; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Value

Appears in 1 contract

Samples: Incentive Stock Option Award Agreement (Lucas Energy, Inc.)

FORM OF SUBSCRIPTION. ([To be signed executed only upon exercise of Option) Warrant] To COIL TUBING TECHNOLOGYPMC International, INC.: Inc., The undersigned, the undersigned registered holder of the enclosed Option, within Warrant hereby irrevocably elects to exercise the purchase right represented by exercises such Option Warrant for, and to purchase purchases thereunder, __________* shares of Common Stock of COIL TUBING TECHNOLOGYPMC International, INC. Inc. and herewith makes payment of US $______ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to _______________(or elects to pay for the exercise in shares of common stock pursuant to Section 3(f)(ii) of the Stock Option Agreement as evidenced by the calculation below by checking this box o), and requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. Dated:______________ _____, whose address is ______________________. Dated: -------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of Warrant) -------------------------------------- (Street Address) -------------------------------------- (City)(State)(Zip Code) ------------------- * Insert here the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for Additional Shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant. FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto ___________________________________ (Signature must conform in all respects the right represented by such Warrant to name of holder as specified on the face of the enclosed Option) purchase ___________ shares of Common Stock of PMC International, Inc. to which such Warrant relates, and appoints ___________________________________ Attorney to make such transfer on the books of PMC International, Inc. maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------- (Printed Name) ____________________________________________ (Address) (*) Insert here the number Signature must conform in all respects to name of shares called for holder as specified on the face of the Option or, Warrant) -------------------------------------- (Street Address) -------------------------------------- (City)(State)(Zip Code) Signed in the case of a partial exercise, the portion thereof as to which the Option is being exercised, in either case without making any adjustment for additional Common Stock or any other stock or other securities or property which, pursuant to the adjustment provisions of the Option Agreement pursuant to which the Option was granted, may be delivered upon exercise. Calculation pursuant to Section 3(f)(ii) of the Stock Option Agreement ________________ = Total Shares Exercised ________________ = Purchase Price (as defined and adjusted in the Stock Option Agreement) ________________ = Fair Market Value - the average closing price of the Common Stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the date of exercise of this Warrant (the “Average Closing Bid Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average Closing Bid Price on the over-the-counter market or pink sheets; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Average Closing Bid Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). In no event shall the Fair Market Value of any share of Common Stock be less than its par value. Total Shares Exercised x Purchase Price _____________ = Shares to be Issued = Total Shares Exercised -------------------------------------------------- Fair Market Valuepresence of:

Appears in 1 contract

Samples: Warrant And (Bedford Capital Financial Corp)

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