EXHIBIT 4.11 SAMPLE WARRANT CERTTIFICATE ISSUED TO CERTAIN
CRYOCON 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 January 12, 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 January, 2001
CRYOCON, INC.
__/S/________________ ___/S/___________________
XXXXXX X. XXXXXXX XXXXX X. XXXXXXX
Chairman, Chief Executive Officer Corporate Secretary
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