of the Warrant. As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: Dated: [Name of Holder] By: EXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of the 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 Warrant to Purchase Shares of Common Stock dated as of October 7, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of MAX SOUND CORPORATION 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 the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: _____________, ______ [Transferor Name must conform to the name of Holder as specified on the face of the Warrant] By: Name: Signed in the presence of: (Name) ACCEPTED AND AGREED: [TRANSFEREE] By: Name:
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. As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the 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 Delivery Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing the Delivery Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ____________________________ ____________________________ ____________________________ Dated: ________________ _____________________ [Name of Investor]
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. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of CTC Communications Group, Inc. shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: EXHIBIT B FORM OF ASSIGNMENT (ENTIRE) [To be signed only upon transfer of entire Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE ATTACHED WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the attached Warrant, and the undersigned does hereby irrevocably constitute and appoint _____________________ Attorney to transfer said Warrant on the books of CTC Communications Group, Inc., with full power of substitution. [Type Name of Holder] By: Title: Dated:
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. This conversion is exercised with respect to ___________________________ of the Shares covered by the Warrant. [STRIKE PARAGRAPH ABOVE THAT DOES NOT APPLY.]
