of the Warrant. III. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the Warrant and the shares of Common Stock to be issued upon exercise thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of all or any portion of the Warrant or such Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws. Printed Name of Warrantholder: _______________________________________ Signature: _______________________________________ Title (if signing on behalf of a Warrantholder): _______________________________________ Date: _______________________________________ Address: PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY FORM OF ASSIGNMENT For Value Received, the undersigned registered owner of this Warrant issued by Altus Biologics Inc. hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant No. W-_________, with respect to the number of Warrant Shares of Common Stock set forth below: Name of Assignee Address Number of Warrant Shares and does hereby irrevocably constitute and appoint _______________________ attorney to make such transfer on the books of Altus Biologics Inc., maintained for such purpose, with full power of substitution in the premises. Dated:_____________ _____________________________ Signature of registered owner Witness:_____________________ The Assignee acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward di...
of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by email to the officer indicated above. If this Notice of Exercise represents the full exercise of the entire Warrant, Investor will surrender (or cause to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor. To the extent the Warrant Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing the Warrant Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________ _____________________________________ _____________________________________ Dated: [Name of Investor] By:
of the Warrant. The Common Stock for which the Warrant may be exercised or converted shall be known herein as the “Warrant Stock.” The undersigned is aware that the Warrant Stock has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The undersigned understands that reliance by the Company on exemptions under the Securities Act is predicated in part upon the truth and accuracy of the statements of the undersigned in this Purchase Form. The undersigned represents and warrants that (1) it has been furnished with all information which it deems necessary to evaluate the merits and risks of the purchase of the Warrant Stock, (2) it has had the opportunity to ask questions concerning the Warrant Stock and the Company and all questions posed have been answered to its satisfaction, (3) it has been given the opportunity to obtain any additional information it deems necessary to verify the accuracy of any information obtained concerning the Warrant Stock and the Company and (4) it has such knowledge and experience in financial and business matters that it is able to evaluate the merits and risks of purchasing the Warrant Stock and to make an informed investment decision relating thereto. The undersigned hereby represents and warrant that it is purchasing the Warrant Stock for its own account for investment and not with a view to the sale or distribution of all or any part of the Warrant Stock. The undersigned understands that because the Warrant Stock has not been registered under the Securities Act, it must continue to bear the economic risk of the investment for an indefinite period of time and the Warrant Stock cannot be sold unless it is subsequently registered under applicable federal and state securities laws or an exemption from such registration is available. The undersigned agrees that it will in no event sell or distribute or otherwise dispose of all or any part of the Warrant Stock unless (1) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction involving the Warrant Stock, or (2) the Company receives an opinion satisfactory to the Company of the undersigned’s legal counsel stating that such transaction is exempt from registration. The undersigned consents to the placing of a legend on its certificate for the Warrant Stock stating that the Warrant Stock has not been registered and setting forth the restricti...
of the Warrant. The stock certificate for the shares acquired upon exercise should be issued to: (name) (address) (Social Security No. or EIN) XX XXXXXX IR SERVICES LLC By: XXXXXX X. XXXXXX Its: Dated:
of the Warrant. 2. In exercising this Warrant, the undersigned Holder hereby confirms and acknowledges that the shares of Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned shall not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act or any state securities laws. The undersigned hereby further confirms and acknowledges that it is an “accredited investor”, as that term is defined under the Securities Act.
of the Warrant. This conversion is exercised with respect to ___________________________ of the Shares covered by the Warrant. [STRIKE PARAGRAPH ABOVE THAT DOES NOT APPLY.]
of the Warrant. The Warrant shall be substantially in the form set forth as Exhibit 1.2 (the "Warrant"). The Company has reserved a sufficient number of shares of Common Stock for issuance upon exercise of the Warrant. (The shares of Common Stock issuable upon exercise of the Warrant are referred to as the "Warrant Shares.")
of the Warrant. During the Exercise Period, in the event that Holder fails to exercise this Warrant after the Company has provided Holder (i) twenty (20) days prior written notice of its intention to pay in full and redeem the Debenture on a particular date (the "Repayment Date"), and (ii) thirty (30) days after the Redemption Date within which to exercise this Warrant, then this Warrant shall terminate and thereafter be null and void. Notwithstanding the preceding sentence, in the event that the Company repays and redeems the Debenture in full on or before August 25, 1998, this Warrant shall remain in full force and effect until September 25, 1998, when it shall then expire. The Warrant may be exercised in whole or in part by payment in cash, bank cashier's check, certified check, or, at the option of Purchaser, by reduction in the principal amount of the Debenture (or forgiveness of any accrued and unpaid interest thereon), in an amount equal to the exercise price with respect to the Warrant being exercised. The Warrant shall have an initial exercise price of $1.36 per share of Common Stock.
of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below. Date: --------------------- (HOLDER) By: -------------------------- Its: ------------------------- Name to appear on the stock certificate: ------------------------------ (Please Print) Address: ------------------------------ Employer Identification Number, Social ------------------------------ Security Number or other identifying ------------------------------ number: If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows: Name: ----------------------------------- (Please Print) Address: ------------------------------ Employer Identification Number, Social ------------------------------ Security Number or other identifying ------------------------------ number: Calculation of Cashless Exercise: A = Current Market Price: B = Exercise Price: X = Number of Shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged: A - B ( ) ---------- 1 x = X ( ) -------------------------- ----------------
of the Warrant. Section 19(d) of the Warrant is hereby amended and restated in its entirety as follows:
