of the Warrant. 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Title:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").
Appears in 2 contracts
Sources: Strategic Alliance Agreement (Altus Pharmaceuticals Inc.), Strategic Alliance Agreement (Altus Pharmaceuticals Inc.)
of the Warrant. In exercising this Warrant, [ ] Net Exercise the attached Warrant with respect to ____________________ shares. The undersigned hereby confirms and acknowledges that also makes the Warrant and representations set forth on the shares of Common Stock to be issued upon exercise thereof are being acquired solely for the account attached Exhibit B of the undersigned and not as a nominee for any other partyWarrant. Very truly yours, and for investment---------------------------------------- By: ------------------------------------ Title: --------------------------------- EXHIBIT B INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, 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: SIGNED AND RETURNED TO CLEARWIRE CORPORATION ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED _____________________, 2006, WILL BE ISSUED. _________________________________ Clearwire Corporation _____________________________________ SignatureLadies and Gentlemen: _______The undersigned, ________________________________ Title (if signing on behalf of a Warrantholder): "Purchaser"), intends to acquire up to _______________________________________ 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 shares of the rights Class A Common Stock (the "Common Stock") of Clearwire Corporation (the undersigned under "Company") from the within Warrant No. W-_________, with respect Company pursuant to the number exercise or conversion of Warrant Shares of certain Warrants to purchase 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 premisesheld by Purchaser. Dated:_____________ _____________________________ Signature of registered owner Witness:_____________________ The Assignee acknowledges that this Warrant and the shares of Common Stock to will 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 Purchaser in a violation of transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended, or any amended (the "1933 Act") and applicable state securities laws. FurtherPurchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, the Assignee has acknowledged and that upon exercise of this Warrant, the Assignee shall, if requested reliance by the CompanyCompany on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Accordingly, confirm in writingPurchaser represents, in a form reasonably satisfactory to the Company, that the shares of stock so purchased are being acquired for investment warrants and not with a view toward distribution or sale in a violation of the Securities Act of 1933, agrees as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Titlefollows:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").
Appears in 2 contracts
Sources: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
of the Warrant. In exercising this Warrant, Pursuant to 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 terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or such Common Stock except under circumstances that will not result in a violation by certified check or wire transfer. The undersigned also makes the representations set forth on the attached Exhibit B of the Securities Act of 1933Warrant. Very truly yours, as amended, or any applicable state securities laws. Printed Name of Warrantholder: _______________________________________ Signature: ___By:____________________________________ Title (if signing on behalf of a Warrantholder): ______Title:_________________________________ Date: EXHIBIT B INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO FLUX U.S. CORPORATION ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED __________________, 200__, WILL BE ISSUED. _____________________ 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 FLUX U.S. Corporation _______________________ 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:_____________________ Ladies and Gentlemen: 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 offerundersigned, 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _______("Purchaser"), intends to acquire up to ______________ Print Title:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as shares of December 22, 2003 the Class A Common Stock (this the "Second Amendment AgreementCommon Stock"), by and between Altus Biologics Inc, a Delaware corporation ) of FLUX U.S. Corporation (the "Company"), ) from the Company pursuant to the exercise or conversion of certain Warrants to purchase Common Stock held by Purchaser. The Common Stock will be issued to Purchaser in a transaction not involving a public offering and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with pursuant to an exemption from registration under the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as Securities Act of February 22, 20011933, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement1933 Act").) and applicable state securities laws. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Accordingly, Purchaser represents, warrants and agrees as follows:
Appears in 1 contract
of the Warrant. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the Warrant and the All shares of Common Stock to be issued upon exercise thereof are being acquired solely for pursuant hereto shall be issued in the account name of and the initial address of such person to be entered on the books 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 Company shall be: The shares are to be issued in certificates 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 following denominations: [Type Name of WarrantholderHolder] By: ______________________ Title: ____________________ Dated: FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ Signature: ________all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Title (if signing Attorney to transfer the said Warrant on behalf the books of a Warrantholder): the Company, with full power of substitution. [Type Name of Holder] By: ______________________ Title: ____________________ Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ 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 (i) the rights of the undersigned under the within Warrant No. W-to purchase _________, with respect to the number of Warrant Shares _ shares of Common Stock set forth below: Name under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of Assignee Address Number of Warrant Shares the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ attorney Attorney to make such transfer the said Warrant on the books of Altus Biologics Inc., maintained for such purposethe Company, with full power of substitution in the premisessubstitution. Dated:_____________ _______[Type Name of Holder] By: ______________________ Signature of registered owner Witness:_Title: ____________________ 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print TitleDated:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").
Appears in 1 contract
Sources: Warrant Agreement (Crown Books Corp)
of the Warrant. In exercising this As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the undersigned hereby confirms fax number and acknowledges that 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 and to Company at the shares of Common Stock address indicated above by express courier within five (5) Trading Days after the Warrant Shares to be issued upon exercise thereof are being acquired solely for delivered pursuant to this Notice of Exercise have been delivered to Investor. To 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 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 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 Warrantholderotherwise) to: _______________________________________ 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _____________________________________ Signature Dated: _____________________ ___________________________ [Name of Assignee Print Investor] By:________________________ Exhibit A to Warrant, Page 2 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 January 22, 2015 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.0001 par value (“Common Stock”), of HOMELAND RESOURCES LTD. specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney-in-fact to transfer the undersigned’s respective right on the books of HOMELAND RESOURCES LTD. with full power of substitution. Dated:___________, ______ ______________________________ [Transferor Name must conform to the name of Investor as specified on the face of the Warrant] By: ___________________________ Name: _________________________ Signed in the presence of: _________________________ (Name) ACCEPTED AND AGREED: _________________________ [TRANSFEREE] By: _______________________ Name: _____________________ Print Title:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December Date: January 22, 2003 (this "Second Amendment Agreement")2015 First American Stock Transfer, by and between Altus Biologics IncInc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, a Delaware corporation (the "Company")▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").▇▇▇▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Sources: Securities Purchase Agreement (Homeland Resources Ltd.)
of the Warrant. In exercising this Warrant, Pursuant to 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 terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or such by certified check or wire transfer. The undersigned also makes the representations set forth on the attached Exhibit B of the Warrant. Very truly yours, By: Title: Exhibit B INVESTMENT REPRESENTATION THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO RECKSON SERVICE INDUSTRIES, INC., ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED DECEMBER __, 1999, WILL BE ISSUED. ------------, ---- Reckson Service Industries, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Chief Executive Officer Ladies and Gentlemen: The undersigned, ________________ ("Purchaser"), intends to acquire up to ______ shares of the Common Stock, $0.01 par value per share (the "Common Stock") of Reckson Service Industries, Inc. (the "Company") from the Company pursuant to the exercise or conversion of certain Warrants to purchase Common Stock except under circumstances that held by Purchaser. The Common Stock will not result be issued to Purchaser in a violation of transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended, or any amended (the "1933 Act") and applicable state securities laws. Printed In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, Purchaser represents, warrants and agrees as follows: Purchaser is acquiring the Common Stock for its own account, to hold for investment, and Purchaser shall not make any sale, transfer or other disposition of the Common Stock in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC") or in violation of any applicable state securities law. Purchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Purchaser has been informed that under the 1933 Act, the Common Stock must be held indefinitely unless it is subsequently registered under the 1933 Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by Purchaser of the Common Stock. Purchaser further agrees that the Company may refuse to permit Purchaser to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the 1933 Act and any applicable state securities laws covering such transfer, or unless Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required. Purchaser also understands and agrees that there will be placed on the certificate(s) for the Common Stock or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. These shares have been acquired for investment and may not be sold or otherwise transferred in the absence of an effective registration statement for these shares under the Securities Act and applicable state securities laws, or an opinion of counsel satisfactory to the Company that registration is not required and that an applicable exemption is available." Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser's resale of the Common Stock with Purchaser's counsel. Very truly yours, By: Title: EXHIBIT II FORM OF OPTION THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS EITHER (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR (B) THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. IN NO EVENT MAY THESE SECURITIES BE TRANSFERRED EARLIER THAN THE FIRST TO OCCUR OF (A) DECEMBER __, 2001, (B) A QUALIFIED IPO (AS DEFINED IN THAT CERTAIN EXCHANGE AGREEMENT DATED DECEMBER __, 1999 BY AND AMONG RECKSON SERVICE INDUSTRIES, INC., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ AND H. ▇▇▇▇▇ ▇▇▇▇) AND (C) A CHANGE-IN-CONTROL TRANSACTION (AS DEFINED HEREIN). OPTION TO PURCHASE UP TO 394,737 SHARES OF COMMON STOCK OF ESOURCEONE, INC. (VOID AFTER THE EXPIRATION DATE SET FORTH HEREIN) O-1 This certifies that RECKSON SERVICE INDUSTRIES, INC., a Delaware corporation, or its permitted assigns (the "Holder"), for value received, is entitled to purchase from [Name of Warrantholder: Party Granting the Option] (the "Optionor"), an individual residing at _______________________________________ Signature: _______________________________________ Title (if signing on behalf , a maximum 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 394,737 fully paid and transfers unto the Assignee named below all nonassessable shares of the rights of Common Stock, $.01 par value per share (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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Title:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment AgreementStock"), by and between Altus Biologics Incof eSourceOne, Inc., a Delaware corporation (the "Company") for cash at a price of $3.80 per share (as may be adjusted from time to time in accordance with Section 3, the "Stock Purchase Price") at any time or from time to time up to and including 5:00 p.m. (New York time), on the first to occur of (i) a Change-in-Control Transaction (as defined below), and Cystic Fibrosis Foundation Therapeutics(ii) December __, Inc., a Maryland corporation 2009 ("CFFTI" the first of such dates in clauses (i) and collectively, with the Company, (ii) being referred to herein as the "Parties," and each a "PartyExpiration Date"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed The shares purchasable hereunder are referred to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "AgreementPurchasable Shares").. Holder may purchase all or any part of the Purchasable Shares upon surrender to the Optionor at the address of Optionor set forth above (or at such other location as the Optionor may advise the Holder in writing) of this Option properly endorsed with the Form of Exercise Notice attached hereto duly completed and signed and against payment in cash or by check of the aggregate Stock Purchase Price for the number of Purchasable Shares for which this Option is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of Purchasable Shares are subject to adjustment as provided in Section 3 of this Option. This Option is subject to the following terms and conditions:
Appears in 1 contract
of the Warrant. In exercising this Warrant, Pursuant to 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 terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or such Common Stock except under circumstances that will not result in a violation by certified check or wire transfer. The undersigned also makes the representations set forth on the attached EXHIBIT B of the Securities Act of 1933Warrant. Very truly yours, as amended, or any applicable state securities laws. Printed Name of Warrantholder: __________________________________________ SignatureBy: ______________________________________ Name: ____________________________________ Title: ___________________________________ EXHIBIT B TO WARRANT INVESTMENT REPRESENTATIONS THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO ▇▇▇▇▇.▇▇▇ INC. ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT DATED __________________, 199__, WILL BE ISSUED. _____________________, 19__ ▇▇▇▇▇.▇▇▇ Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street Suite 560 Chicago, IL 60614 Attn: Chief Executive Officer Ladies and Gentlemen: The undersigned, _______________________________________ Title (if signing on behalf of a Warrantholder): ________________________"Purchaser"), intends to acquire up to _______________ 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 shares of the rights Common Stock (as defined in the Warrant to purchase such Common Stock held by the Purchaser (the "Warrant")) of ▇▇▇▇▇.▇▇▇ Inc. (the "Company") from the Company pursuant to the exercise or conversion of the undersigned under the within Warrant NoWarrant. W-_________, with respect to the number of Warrant Shares of The 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 will 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 Purchaser in a violation of transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended, or any amended (the "1933 Act") and applicable state securities laws. FurtherPurchaser has been advised that the Common Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, the Assignee has acknowledged and that upon exercise of this Warrant, the Assignee shall, if requested reliance by the CompanyCompany on such exemptions is predicated in part on Purchaser's representations set forth in this letter. Accordingly, confirm in writingPurchaser represents, in a form reasonably satisfactory to the Company, that the shares of stock so purchased are being acquired for investment warrants and not with a view toward distribution or sale in a violation of the Securities Act of 1933, agrees as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Titlefollows:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Tunes Com Inc)
of the Warrant. 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: ________________________________ 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Title:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").
Appears in 1 contract
Sources: Strategic Alliance Agreement (Altus Pharmaceuticals Inc.)
of the Warrant. In exercising this WarrantPursuant to the terms of the Warrant the undersigned has delivered the Exercise Price herewith in full in cash or by certified check or wire transfer. Very truly yours, -------------------------------- (Signature) -------------------------------- (Print Name) EXHIBIT B ASSIGNMENT FORM For value received, the undersigned hereby confirms sells, assigns and acknowledges that transfers unto ____________, whose address is _________________ and social security or other identifying number is _______________, the Warrant warrant dated May 2, 2006 (the "Warrant") issued to it, him or her by BigString Corporation (the "Company") with respect to __________________ shares of BigString Corporation common stock, par value $.0001 per share ("Common Stock"), and hereby irrevocably constitutes and appoints the Secretary of BigString Corporation as its, his or her attorney-in-fact to transfer the same on the books of the Company with full power of substitution and re-substitution. If said number of shares is less than all of the shares of Common Stock to be issued upon exercise thereof are being acquired solely for purchasable under the account of Warrant so assigned, the undersigned requests that a new Warrant representing the remaining shares underlying the Warrant be registered in the name of ________________, whose address is ___________________ and not as a nominee for any social security or other party, and for investmentidentifying number is __________________, and that the undersigned will not offer, sell or otherwise dispose of all or any portion of the such new 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: be delivered to _______________________________________ Signature: , whose address is _______________________________________ Title (if signing on behalf of a Warrantholder): _______________________________________ . Date: _______________________________________ Address: PORTIONS OF ------------------------ --------------------------------- (Signature) --------------------------------- (Print Name) Appendix B WARRANT NO. 2 Dated May 2, 2006 THE SECURITIES REPRESENTED BY THIS EXHIBIT WERE OMITTED CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT REGISTERED UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY FORM ACT 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Title:_____________________ PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH AS AMENDED (THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES "1933 ACT. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics IncOR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, ASSIGNED, HYPOTHECATED OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (II) AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL, THAT AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. WARRANT TO PURCHASE 225,000 SHARES OF THE COMMON STOCK OF BigString Corporation (Void after May 2, 2011) This certifies that Lifeline Industries, Inc., or its assigns (each, individually, the "Holder"), for value received, shall be entitled to purchase from BIGSTRING CORPORATION, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeuticshaving its principal place of business at 3 Harding Road, Inc.Suite F, Red Bank, New Jersey 07701, a Maryland corporation maximum ▇▇ ▇▇▇,▇▇▇ fully paid and non-assessable shares of the Company's common stock, par value $.0001 per share ("CFFTI" and collectively, with the Company, the "Parties," and each a "PartyCommon Stock"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed , for a purchase price equal to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 $1.00 per share (the "AgreementExercise Price")., at any time, or from time to time, up to and including the earlier of (x) 5:00 p.m. Eastern time on May 2, 2011 and (y) immediately prior to any Organic Change (as defined in Section 4.3) (the "Expiration Date"), upon the surrender to the Company at its principal place of business (or at such other location as the Company may advise the Holder in writing) of this Warrant, issued on May 2, 2006, and a properly endorsed form of subscription, substantially in the form attached hereto as Exhibit A (the "Subscription Form"), duly completed and signed, and, if ---------- applicable, upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment as provided in Section 4 of this Warrant. This Warrant is subject to the following terms and conditions:
Appears in 1 contract
Sources: Business Consultant Services Agreement (BigString CORP)
of the Warrant. In exercising For purposes of this Warrant, Notice the undersigned hereby confirms and acknowledges that term "Aggregate Price" means the Warrant and product obtained by multiplying the number of 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 which the Warrant or such Common Stock except under circumstances that will not result in a violation of is exercisable times the Securities Act of 1933, as amended, or any applicable state securities lawsWarrant Price. Printed Name of Warrantholder------------------------------------------- SIGNATURE DATE: _______________________________________ Signature: _______________________________________ Title -------------------- -------------------------------------------- ADDRESS (To be Executed by the Registered Holder 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 Receivedhe Desires to Transfer the Warrant) 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 right to the number of Warrant Shares purchase shares of Common Stock set forth below: Name of Assignee Address Number of Warrant Shares ADVANCED VIRAL RESEARCH CORP., evidenced by the within Warrant, and does hereby irrevocably constitute and appoint _______________________ attorney Attorney to make such transfer the said Warrant on the books of Altus Biologics Inc., maintained for such purposethe Company, with full power of substitution in the premisessubstitution. 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------------------------------------------- SIGNATURE -------------------------------------------- ADDRESS DATED: --------------------- IN THE PRESENCE OF: --------------------------- EXHIBIT D-2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (COLLECTIVELY, 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 THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED (THE "SECURITIES ACT"), or any state securities laws. FurtherAND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS IN ACCORDANCE WITH REGULATION S, 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Title:_____________________ PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT REGISTRATION REQUIREMENTS UNDER RULE 406 OF THE SECURITIES ACT. This Second Amendment to Strategic Alliance Agreement is made as of December 22IN ADDITION, 2003 (this "Second Amendment Agreement")HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. WARRANT TO PURCHASE COMMON STOCK, by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party")PAR VALUE $.00001 PER SHARE OF ADVANCED VIRAL RESEARCH CORP. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").-----------------------------------------------------------------------
Appears in 1 contract
Sources: Convertible Debenture Agreement (Advanced Viral Research Corp)
of the Warrant. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the Warrant and the All shares of Common Stock to be issued upon exercise thereof are being acquired solely for pursuant hereto shall be issued in the account name of and the initial address of such person to be entered on the books 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 Company shall be: The shares are to be issued in certificates 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 Warrantholderfollowing denominations: ___________________________________ [Type Name of Holder] By: _______________________________ SignatureTitle: ____________________________ Dated:______________________ FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ___________________________________ Title (if signing on behalf [Type Name of a Warrantholder): Holder] By: _______________________________ Title: ____________________________ Dated:______________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. ___________________________________ Date[Type Name of Holder] By: _______________________________________ AddressTitle: 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 WitnessDated:_____________________ 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Title:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").
Appears in 1 contract
of the Warrant. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the Warrant and the All shares of Common Stock to be issued upon exercise thereof are being acquired solely for pursuant hereto shall be issued in the account name of and the initial address of such person to be entered on the books 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 Company shall be: The shares are to be issued in certificates 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 following denominations: --------------------------------------------- [Type Name of WarrantholderHolder] By: ------------------------------------------ Title: --------------------------------------- Dated: ------------------------------------------- - 10 - 11 FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ Signature: ________all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Title Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. --------------------------------------------- [Type Name of Holder] By: ------------------------------------------ Title: --------------------------------------- Dated: ------------------------------------------- NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (if signing on behalf of a Warrantholder): PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ 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 (i) the rights of the undersigned to purchase ___ shares of Preferred Stock under and pursuant to the within Warrant No. W-_________Warrant, with respect and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the number of Warrant Shares of Common Stock set forth below: Name of Assignee Address Number of Warrant Shares within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ attorney Attorney to make such transfer the said Warrant on the books of Altus Biologics Inc., maintained for such purposethe Company, with full power of substitution in the premisessubstitution. --------------------------------------------- [Type Name of Holder] By: ------------------------------------------ Title: --------------------------------------- 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Title:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").-------------------------------------------
Appears in 1 contract
of the Warrant. In exercising this Warrant, All shares to be issued pursuant hereto shall be issued in the undersigned hereby name of and the initial address of such person to be entered on the books of the Company shall be: The shares are to be issued in certificates of the following denominations: The Holder 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 investment representations made in Section 12 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 lawsWarrant. Printed ____________________________________ [Type Name of WarrantholderHolder] By: _______________________________________ SignatureTitle: ____________________________________ Dated: __________________________ Title FORM OF ASSIGNMENT (if signing on behalf ENTIRE) (To be signed only upon transfer of a Warrantholder): ____entire Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________________ Datehereby sells, assigns and transfers unto___________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _________________________________ Attorney to transfer the said Warrant on the books of the Company, with fall power of substitution. [Type Name of Holder] By: Title: Dated: _____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. Acknowledged and accepted: _______________________________________ 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 [Type name of assignee] FORM OF ASSIGNMENT For Value Received, the undersigned registered owner (PARTIAL) [To be signed only upon partial transfer 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-Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________, 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:hereby sells, assigns and transfers unto _____________________________ The Assignee acknowledges that this Warrant and (i) the rights of the undersigned to purchase _______ shares of Common Stock under and pursuant to be issued upon exercise hereof are the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being acquired for investment and understood that the Assignee will undersigned shall retain, severally (and not offerjointly) with the transferee(s) named herein, sell or otherwise dispose all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint ____________________________ Attorney to transfer the said Warrant on the books 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 with full power of stock so purchased are being acquired for investment and not with a view toward distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities lawssubstitution. __________________________________ Signature [Type Name of Assignee Print NameHolder] By: ______________________________ Print Title:: ___________________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").Dated: _____________________________
Appears in 1 contract
of the Warrant. In exercising 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 undersigned hereby confirms and acknowledges 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 and the shares of Common Stock Shares to be issued upon exercise thereof delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Delivery Shares are being acquired solely for not able to be delivered to the account Holder via the DWAC system, please deliver certificates representing the Delivery Shares to the Holder via reputable overnight courier after receipt of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell this Notice of Exercise (by facsimile transmission 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 Warrantholderotherwise) to: _______________________________________ 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _____________________________________ Signature Dated: _____________________ ___________________________ [Name of Assignee Print Holder] By:________________________ 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 July 16, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.01 par value (“Common Stock”), of COMPETITIVE TECHNOLOGIES, INC. 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 COMPETITIVE TECHNOLOGIES, INC. with full power of substitution in the premises. 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: _____________________ Print Title:_____________________ PORTIONS ANNEX IV TRANSFER AGENT LETTER THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS EXHIBIT WERE OMITTED AND WARRANT HAVE NOT BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT REGISTERED UNDER RULE 406 OF THE SECURITIES ACTACT OF 1933, AS AMENDED. This Second Amendment to Strategic Alliance Agreement is made as of December 22THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, 2003 (this "Second Amendment Agreement")OFFERED FOR SALE, by and between Altus Biologics IncPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPETITIVE TECHNOLOGIES, a Delaware corporation (the "Company")INC. THAT SUCH REGISTRATION IS NOT REQUIRED. COMPETITIVE TECHNOLOGIES, and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party")INC. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").WARRANT TO PURCHASE SHARES OF COMMON STOCK
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Sources: Securities Purchase Agreement (Competitive Technologies Inc)
of the Warrant. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the Warrant and the All shares of Common Stock to be issued upon exercise thereof are being acquired solely for pursuant hereto shall be issued in the account name of and the initial address of such person to be entered on the books 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 Company shall be: The shares are to be issued in certificates 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 following denominations: --------------------------------------------- [Type Name of WarrantholderHolder] By: ------------------------------------------ Title: --------------------------------------- Dated: ------------------------------------------- FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ Signature: ________all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Title Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. --------------------------------------------- [Type Name of Holder] By: ------------------------------------------ Title: --------------------------------------- Dated: ------------------------------------------- NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. FORM OF ASSIGNMENT (if signing on behalf of a Warrantholder): PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ 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 (i) the rights of the undersigned to purchase ___ shares of Preferred Stock under and pursuant to the within Warrant No. W-_________Warrant, with respect and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the number of Warrant Shares of Common Stock set forth below: Name of Assignee Address Number of Warrant Shares within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ attorney Attorney to make such transfer the said Warrant on the books of Altus Biologics Inc., maintained for such purposethe Company, with full power of substitution in the premisessubstitution. --------------------------------------------- [Type Name of Holder] By: ------------------------------------------ Title: --------------------------------------- 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: _____________________ Print Title:_____________________ 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. This Second Amendment to Strategic Alliance Agreement is made as of December 22, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company"), and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement").-------------------------------------------
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of the Warrant. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the Warrant and the All shares of Common Stock to be issued upon exercise thereof pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of Nhancement Technologies Inc. shall be: The shares are being acquired solely for the account to be issued in certificates 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 Warrantholderfollowing denominations: ____________________________________ [Type Name of Holder] By:_________________________________ Signature: 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 Nhancement Technologies Inc., with full power of substitution. ____________________________________ Title (if signing on behalf [Type Name of a Warrantholder): Holder] By:_________________________________ Title:______________________________ Dated:____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C FORM OF ASSIGNMENT (PARTIAL) [To be signed only upon partial transfer of Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE ATTACHED WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase _____________ shares of Common Stock under and pursuant to the attached Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the attached Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer said Warrant on the books of Nhancement Technologies Inc., with full power of substitution. ____________________________________ Date: ______[Type Name of Holder] By:_________________________________ 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. DatedTitle:_____________ _____________________________ 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _________________________________ Signature of Assignee Print Name: Dated:____________________________ Print Title:_____________________ PORTIONS OF THIS NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. 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. This Second Amendment to Strategic Alliance Agreement is made as D REGISTRATION RIGHTS The Common Stock issuable upon exercise of December 22, 2003 (this the attached Warrant shall be deemed "Second Amendment Agreement"), by and between Altus Biologics Inc, a Delaware corporation (the "Company")registrable securities" under, and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation ("CFFTI" and collectively, with Holder of the Companyattached Warrant shall otherwise be entitled to the benefit of, the "Parties," and each a "Party"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Strategic Alliance Agreement dated as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 following agreement (the "Agreement")) between Company and its investor(s): ------------------------------------------------------------------------------- [Identify Agreement by date, title and parties.] Company agrees that no amendments shall be made to the Agreement which would have an adverse impact on Holder's registration rights thereunder without the consent of Holder. By acceptance of the Warrant to which this Exhibit D is attached, Holder shall be deemed to be a party to the Agreement. If no Agreement is identified above, then Holder shall be entitled to the benefits of the following registration rights (hereinafter referred to as the "Registration Rights") which shall be incorporated into and deemed part of the attached Warrant:
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of the Warrant. In exercising 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 undersigned hereby confirms and acknowledges 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 and the shares of Common Stock Shares to be issued upon exercise thereof delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date. To the extent the Delivery Shares are being acquired solely for not able to be delivered to the account Holder via the DWAC system, please deliver certificates representing the Delivery Shares to the Holder via reputable overnight courier after receipt of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell this Notice of Exercise (by facsimile transmission 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 Warrantholderotherwise) to: _______________________________________ 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 distribution or sale in a violation of the Securities Act of 1933, as amended, or any state securities laws. _____________________________________ Signature Dated: _____________________ ___________________________ [Name of Assignee Print Holder] By:________________________ 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 July 16, 2013 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.01 par value (“Common Stock”), of COMPETITIVE TECHNOLOGIES, INC. 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 COMPETITIVE TECHNOLOGIES, INC. with full power of substitution in the premises. 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: _____________________ Print Title:_____________________ 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 ACTANNEX V SECRETARY’S CERTIFICATE COMPETITIVE TECHNOLOGIES, INC. This Second Amendment to Strategic Alliance Agreement is made as SECRETARY’S CERTIFICATE I, M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, hereby certify that I am the duly elected, qualified and acting Secretary of December 22Competitive Technologies, 2003 (this "Second Amendment Agreement"), by and between Altus Biologics IncInc., a Delaware corporation (the "“Company"”), and Cystic Fibrosis Foundation Therapeuticsam authorized to execute this Secretary’s Certificate (this “Certificate”) on behalf of the Company. This Certificate is delivered in connection with that certain Securities Purchase Agreement dated July 16, 2013 (the “Purchase Agreement”), by and between the Company and Tonaquint, Inc., a Maryland corporation ("CFFTI" and collectively, with the Company, the "Parties," and each a "Party")Utah corporation. Capitalized All capitalized terms used and but not otherwise defined herein in this Certificate shall have the respective meanings ascribed to them set forth in the Strategic Alliance Purchase Agreement. Solely in my capacity as Secretary, I certify that Schedule 1 attached hereto is a true, accurate and complete copy of all of the resolutions adopted by the Board of Directors of the Company (the “Resolutions”) approving and authorizing the execution, delivery and performance of the Purchase Agreement dated and related documents to which the Company is a party on the date hereof, and the transactions contemplated thereby. Such Resolutions have not been amended, rescinded or modified since their adoption and remain in effect as of February 22, 2001, as amended by the First Amendment to Strategic Alliance Agreement dated as of September 26, 2001 (the "Agreement")date hereof.
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Sources: Securities Purchase Agreement (Competitive Technologies Inc)