EXHIBIT NO. 4.11: SAMPLE FORM OF WARRANT TO BE ISSUED TO CRYOCON'S SHAREHOLDERS
WARRANT CERTIFICATE
REPRESENTING RIGHTS TO PURCHASE COMMON STOCK
Warrant Certificate No. ___________________________
This certifies that ___________________________________________________
("Holder") or registered assigns is the registered owner of --------------------
__________________________ (_____________) Warrants, each Warrant entitling such
registered owner to purchase, at any time after the effective date of the
registration statement filed with the Securities and Exchange Commission on
February 9, 2001, up to and until the Expiration Date, set forth in the Warrant
Agreement, provided that the Warrants have not been previously repurchased by
the Company, one share of Cryocon, Inc.'s (the "Company") Common Stock, on the
following basis.
During such period, each Warrant shall entitle the Holder thereof,
subject to the provisions of the Warrant Agreement, to purchase from the Company
one share of Common Stock at an exercise price equal to eighty percent (80%) of
the Market Price of the Company's Common Stock the day prior to the Date of
Exercise, as defined in the Warrant Agreement, but in no event less than $2.00
per share (the "Exercise Price").
The Holder of this Warrant Certificate may exercise the Warrants
evidenced hereby, in whole or in part, by surrendering this Warrant Certificate,
with the Warrant Exercise Form, duly completed, accompanied by payment in full,
in lawful money of the United States of America, in cash, by certified check, or
by bank wire transfer in immediately available funds, the Exercise Price for
each Warrant exercised, to the address specified in the Warrant Agreement and
upon compliance with and subject to the conditions set forth herein and in the
Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase shares of Common Stock. Upon any exercise of fewer than
all of the Warrants evidenced by this Warrant Certificate, there shall be issued
to the Holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated _________ ___, 2001 (the "Warrant Agreement"), and is
subject to the terms and provisions contained in the Warrant Agreement. The
Holder of this Warrant Certificate consents the terms of the Warrant Agreement,
by acceptance hereof.
Prior to the expiration of this Warrant Certificate, this Warrant
Certificate may be exchanged for Warrant Certificates representing the same
aggregate number of Warrants.
This Warrant Certificate shall not entitle the registered owner hereof
to any of the rights of a stockholder, including, without limitation, the right
to receive dividends.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated this ____day of April, 2001
CRYOCON, INC.
___________/S/___________________ ________/S/________________________
X. XXXXX XXXXXXXX XXXXX X. XXXXXXX
Chairman, Chief Executive Officer Corporate Secretary
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