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WITNESS. EXHIBIT A FORM OF SUBSCRIPTION (to be signed only on exercise of Warrant) TO: BRAVO! FOODS INTERNATIONAL CORP. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase 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, 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 _____________________________________________________ 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 to name of holder as specified on the face of the Warrant) ----------------------------------------- ----------------------------------------- (Address) EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of BRAVO! FOODS INTERNATIONAL CORP. to wh...
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscrib...
WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . -------------- ATTEST: NEW CENTURY EQUITY HOLDINGS CORP. By: ---------------------------------------- Name: Title Countersigned: THE BANK OF NEW YORK TRUST COMPANY, N.A., Rights Agent By: ----------------------- Authorized Signature 3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, __________ hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated : ------------------- -------------------------------------------- Signature Signature Guaranteed: -----------------------
WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _____________, ____.
WITNESS. Xxxxx X. Xxxxxx
WITNESS. LESSOR: MEDITRUST ACQUISITION CORPORATION I, a Massachusetts corporation /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx, ESQ ------------------------ ------------------------------------- Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx, ESQ Title: Senior Vice President WITNESS: LESSEE: EMERITUS PROPERTIES I, INC., a Washington corporation /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx ---------------------------- ---------------------------------------- Name: Xxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: President COMMONWEALTH OF MASSACHUSETTS Norfolk, ss. February 11, 1997 Then personally appeared the above named Xxxxxxx X. Xxxxxxxx, Senior Vice President as aforesaid, and acknowledged the foregoing instrument to be his free act and deed and the free act and deed of Meditrust Acquisition Corporation I, before me, /s/ Xxx X. Xxxxxxxx --------------------------- Notary Public My commission expires: 8-2-2002 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this 6th day of February, 1997, before me, a Notary Public in and for the State of Washington, personally appeared Xxxxxxx X. Xxxxxxxxxx personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, and on oath stated that he was authorized to execute the instrument as the President of Emeritus Properties I, Inc., a Washington corporation, and acknowledged it to be the free and voluntary act and deed of corporation for the uses and purposes mentioned in the instrument.
WITNESS. ENGINEER: BY: Printed or Typed Name Printed or Typed Title Tax Identification No. ATTEST: CITY OF ARLINGTON, TEXAS: Xxxx Xxxxxx, City Secretary BY: Xxxxx X. Xxxxxxxx Printed or Typed Name Director of Water Utilities Printed or Typed Title APPROVED AS TO FORM: XXXXX XXXXX, City Attorney BY: THE STATE OF TEXAS § COUNTY OF TARRANT § Engineer Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act of , a corporation of County, Texas, and as thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the , 20 . day of (SEAL) Notary Public in and for the State of Texas Notary's Printed Name My Commission Expires: THE STATE OF TEXAS § COUNTY OF TARRANT § Municipal Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Xxxxx X. Xxxxxxxx, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act of the City of Arlington, Texas, a Texas municipal corporation, and as the Director of Water Utilities thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the , 20 . ___ day of (SEAL) Notary Public in and for the State of Texas Notary's Printed Name My Commission Expires: PRIME AND SUBS & MINORITY/WOMEN BUSINESS ENTERPRISE (MWBE) REPORT Please complete this form, include copy of certification(s) and return with executed contracts Project Name: Project No: Date: LEGEND
WITNESS. NOTICE: The signature on this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.
WITNESS. By: -------------------------------- ----------------------------- (SEAL)
