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EXHIBIT 4.3 - Warrant Agreement
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WARRANT AGREEMENT
BETWEEN
CELL ROBOTICS INTERNATIONAL, INC.
AND
XXXXXXX INVESTMENT COMPANY, INC.
_________________
WARRANTS FOR PURCHASE OF __________ SHARES OF COMMON STOCK,
PAR VALUE $0.004 PER SHARE, OF CELL ROBOTICS INTERNATIONAL, INC.
WARRANTS VOID AFTER ____________ _____, 200[2]
WARRANT AGREEMENT, dated as of _____________, 199___, between CELL ROBOTICS
INTERNATIONAL, INC. (the "Company") and XXXXXXX INVESTMENT COMPANY, INC. (the
"Representative").
W I T N E S S E T H:
WHEREAS, the Company proposes to issue to the Representative warrants
("Warrants") to purchase up to an aggregate of _______ shares of Common Stock,
$0.004 par value, of the Company; and
WHEREAS, the Representative has agreed pursuant to the underwriting
agreement (the "Underwriting Agreement") dated as of the date hereof between the
Company and the several Underwriters listed therein to act as the Representative
in connection with the Company's proposed public offering of up to _________
shares of Common Stock at a public offering price of $_____ per share of Common
Stock (the "Public Offering"); and
WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued on the Closing Date (as such term is defined in the Underwriting
Agreement) by the Company to the Representative in consideration for, and as
part of the Representative's compensation in connection with, the Representative
acting as the Representative pursuant to the Underwriting Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency which is hereby
acknowledged, the parties hereto agreed as follows:
THE REPRESENTATIVE (OR ITS DESIGNEES) IS HEREBY GRANTED THE RIGHT TO
PURCHASE, AT ANY TIME FROM ____________, 199__, UNTIL 5:00 P.M., PACIFIC TIME,
ON ____________, 200__, UP TO AN AGGREGATE OF _________ SHARES OF COMMON STOCK
AT AN INITIAL EXERCISE PRICE (SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 3
HEREOF) OF $_______ PER SHARE OF COMMON STOCK SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
The Warrants issued pursuant hereto are subject to the following terms and
conditions:
1. DEFINITIONS OF CERTAIN TERMS. Except as may be otherwise clearly
required by the context, the following terms have the following meanings:
(a) "Act" means the Securities Act of 1933, as amended.
(b) "Closing Date" means the date on which the Offering is closed.
(c) "Commission" means the Securities and Exchange Commission.
(d) "Common Stock" means the common stock, $0.004 par value, of the
Company.
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(e) "Company" means Cell Robotics International, Inc., a Colorado
corporation.
(f) "Company's Expenses" means any and all expenses payable by the Company
or the Warrantholder in connection with the offering described in the
Registration Statement, as defined below, including, but not limited to, (i) the
aggregate amount of cash payments made to an underwriter, underwriting
syndicate, or agent in connection with a public offering described in Section 6
hereof and (ii) all out-of-pocket expenses of the Warrantholder, except for the
fees and disbursements of one firm retained as legal counsel for the
Warrantholder that will be paid by the Company.
(g) "Effective Date" means the date on which the Registration Statement is
declared effective by the Commission.
(h) "Exercise Price" means the price at which the Warrantholder may
purchase one Share (or other Securities obtainable in lieu of one Share) upon
exercise of a Warrant as determined from time to time pursuant to the provisions
hereof. The initial Exercise Price is $_________ per Share.
(i) "Offering" means the public offering of Shares made pursuant to the
Registration Statement.
(j) "Participating Underwriter" means any underwriter participating in the
sale of the Shares pursuant to the Registration Statement, as defined below.
(k) "Registration Statement" means the Company's registration statement
(File No.333-______), as amended on the Closing Date.
(l) "Rules and Regulations" means the rules and regulations of the
Commission adopted under the Act.
(m) "Securities" means the securities obtained or obtainable upon exercise
of the Warrant(s) or securities obtained or obtainable upon exercise, exchange,
or conversion of such securities.
(n) "Share" means, as appropriate, either (i) a share of Common Stock
which is one of the shares of Common Stock offered to the public through the
prospectus included in the Registration Statement or (ii) an identical share of
Common Stock for which a Warrant is initially exercisable.
(o) "Warrant Certificate" means the certificate evidencing the Warrant(s),
a form of which is annexed hereto as Exhibit A.
(p) "Warrantholder" means the record holder of the Warrant(s) or
Securities. The initial Warrantholder is Xxxxxxx Investment Company, Inc.
(q) "Warrant(s)" means the warrant(s) evidenced by the Warrant
Certificate, any similar
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certificate issued in connection with the Offering, or any certificate obtained
upon transfer or partial exercise of the Warrant(s) evidenced by any such
certificate.
2. EXERCISE OF WARRANT(S).
(a) All or any part of the Warrant may be exercised during a four-year
period commencing on the first anniversary of the Effective Date and ending at 5
p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering
the Warrant Certificate, together with appropriate instructions, duly executed
by the Warrantholder or by its duly authorized attorney, at the office of the
Company, 0000 Xxxxxxxxx Xxxxxxx, XX, Xxxxxxxxxxx, Xxx Xxxxxx 00000, or at such
other office or agency as the Company may designate. Upon receipt of notice of
exercise, the Company shall immediately instruct its transfer agent to prepare
certificates for the Securities to be received by the Warrantholder upon
completion of the Warrant exercise. When such certificates are prepared, the
Company shall notify the Warrantholder and deliver such certificates to the
Warrantholder (or as otherwise designated by the Warrantholder's written
instructions) immediately upon payment in full by the Warrantholder, in lawful
money of the United States, of the Exercise Price payable with respect to the
Securities being purchased. If the Warrantholder shall represent and warrant
that all applicable registration and prospectus delivery requirements for their
sale have been complied with upon sale of the Securities received upon exercise
of the Warrant(s), such certificates shall not bear a legend with respect to the
Act.
If fewer than all the Securities purchasable under the Warrant(s) are
purchased, the Company will, upon such partial exercise, execute and deliver to
the Warrantholder a new Warrant Certificate (dated the date hereof), in form and
tenor similar to the Warrant Certificate, evidencing that portion of the Warrant
not exercised. The Securities to be obtained on exercise of the Warrant(s) will
be deemed to have been issued, and any person exercising the Warrants will be
deemed to have become a holder of record of those Securities as of the date of
the payment of the Exercise Price.
(b) In addition to the method of payment set forth in paragraph (a) of
this Section 2 and in lieu of any cash payment required thereunder, the
Warrantholder shall have the right at any time and from time to time to exercise
the Warrant(s) in full or in part by surrendering the Warrant Certificate in the
manner specified herein in exchange for the number of shares of Common Stock
equal to the quotient derived from DIVIDING the NUMERATOR (which shall be an
amount equal to the DIFFERENCE BETWEEN: (I) the number of shares of Common Stock
or other Securities as to which the Warrant is being exercised MULTIPLIED by the
per share Market Price, AND (II) the number of shares of Common Stock or other
Securities as to which the Warrant is being exercised MULTIPLIED by the
Exercise Price) BY the DENOMINATOR which shall be the per share Market Price of
the Common Stock. Solely for the purposes of this paragraph, Market Price shall
be calculated either: (i) on the date on which the form of election attached
hereto is deemed to have been sent to the Company pursuant to Section 10 hereof
(Notice Date") or (ii) as the average of the Market Prices for each of the five
trading days preceding the Notice Date, whichever of (i) or (ii) is greater.
As used herein, the term "Market Price" at any date shall be deemed to be,
when referring to the Common Stock, the last reported sale price, or, in case no
such reported sale takes place on such day, the average of the last reported
sale prices for the last three (3) trading days, in either case
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as officially reported by the principal securities exchange on which the Common
Stock is listed or admitted to trading or by the NASDAQ Stock Market ("NSM"),
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange or quoted by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the average closing bid price as
furnished by the National Association of Securities Dealers, Inc. ("NASD")
through NASDAQ or similar organization if NASDAQ is no longer reporting such
information, or if the Common Stock is not quoted on NASDAQ, as determined in
good faith (using customary valuation methods) by resolution of the members of
the Board of Directors of the Company, based on the best information available
to it.
3. ADJUSTMENTS IN CERTAIN EVENTS. The number, class, and price of
Securities for which the Warrant Certificate may be exercised are subject to
adjustment from time to time upon the happening of certain events as follows:
(a) If the outstanding shares of the Company's Common Stock are divided
into a greater number of shares or a dividend in stock is paid on the Common
Stock, the number of shares of Common Stock for which the Warrant(s) is (are)
then exercisable will be proportionately increased and the Exercise Price will
be proportionately reduced; and, conversely, if the outstanding shares of Common
Stock are combined into a smaller number of shares of Common Stock, the number
of shares of Common Stock for which the Warrant(s) is (are) then exercisable
will be proportionately reduced and the Exercise Price will be proportionately
increased. The increases and reductions provided for in this paragraph (a) of
Section 3 will be made with the intent and, as nearly as practicable, the effect
that neither the percentage of the total equity of the Company obtainable on
exercise of the Warrant(s) nor the price payable for such percentage upon such
exercise will be affected by any event described in this paragraph (a) of
Section 3.
(b) In case of any change in the Common Stock through merger,
consolidation, reclassification, reorganization, partial or complete
liquidation, purchase of substantially all the assets of the Company, or other
change in the capital structure of the Company, then, as a condition of such
change, lawful and adequate provision will be made so that the holder of the
Warrant Certificate will have the right thereafter to receive upon the exercise
of the Warrant(s) the kind and amount of shares of stock or other securities or
property which it would have been entitled if, immediately prior to such event,
it had held the number of shares of Common Stock obtainable upon the exercise of
the Warrant(s). In any such case, appropriate adjustment will be made in the
application of the provisions set forth herein with respect to the rights and
interest thereafter of the Warrantholder, to the end that the provisions set
forth herein will thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the exercise of the Warrant(s). The Company will not permit any change in its
capital structure to occur unless the issuer of the shares of stock or other
securities to be received by the holder of the Warrant Certificate, if not the
Company, agrees to be bound by and comply with the provisions of the Warrant
Certificate.
(c) When any adjustment is required to be made in the number of shares of
Common Stock or other securities, or property purchasable upon exercise of the
Warrant(s), the Company will promptly determine the new number of such shares or
other securities or property purchasable upon
-5-
exercise of the Warrant(s) and (i) prepare and retain on file a statement
describing in reasonable detail the method used in arriving at the new number of
such shares or other securities or property purchasable upon exercise of the
Warrant(s) and (ii) cause a copy of such statement to be mailed to the
Warrantholder within thirty (30) days after the date of the event giving rise to
the adjustment.
(d) No fractional shares of Common Stock or other securities will be
issued in connection with the exercise of the Warrant(s), but the Company will
pay, in lieu of fractional shares, a cash payment therefor on the basis of the
Market Price as that term is defined in paragraph (b) of Section 2.
(e) If preferred securities of the Company or securities of any subsidiary
of the Company are distributed pro rata to holders of any or all of the
Company's securities, such number of securities will be distributed to the
Warrantholder or its assignee upon exercise of its rights hereunder as such
Warrantholder or assignee would have been entitled to if the Warrant Certificate
had been exercised prior to such distribution. The provisions with respect to
adjustment of the Common Stock provided in this Section 3 will also apply to the
preferred securities and securities of any subsidiary to which the Warrantholder
or his assignee is entitled under this paragraph (e) of Section 3.
(f) Notwithstanding anything herein to the contrary, there will be no
adjustment made hereunder on account of the sale of the Common Stock or other
Securities purchasable upon exercise of the Warrant(s).
4. RESERVATION OF SHARES. The Company agrees that the number of shares
of Common Stock or other Securities sufficient to provide for the exercise of
the Warrant(s) upon the basis set forth above will at all times during the term
of the Warrant(s) be reserved for exercise.
5. VALIDITY OF SECURITIES. All Securities delivered pursuant the
exercise of the Warrant(s) will be duly and validly issued in accordance with
their terms, and the Company will pay all documentary and transfer taxes, if
any, in respect of the original issuance thereof upon exercise of the
Warrant(s).
6. REGISTRATION OF SECURITIES ISSUABLE ON EXERCISE OF WARRANT(S).
(a) The Company shall register the Securities with the Commission pursuant
to the Act so as to allow the unrestricted sale of the Securities to the public
from time to time during a five year period commencing on the first anniversary
of the Effective Date and ending at 5:00 p.m. Pacific Time on the fifth
anniversary of the Effective Date (the "Registration Period"). The Company shall
also file such applications and other documents necessary to permit the sale of
the Securities to the public during the Registration Period in those states in
which the Shares were qualified for sale in the Offering or such other states as
to which the Company and the Warrantholder agree. In order to comply with the
provisions of this Section 6(a), the Company shall not be required to file more
than one registration statement. No registration right of any kind, "piggyback"
or otherwise, is required to be in effect longer than five years from the
Closing Date.
(b) The Company shall pay all of the Expenses relating to the
registration, offer, and sale
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of the Securities.
(c) Except as specifically provided herein, the manner and conduct of the
registration, including the contents of the registration statement, will be
entirely in the control and at the discretion of the Company. The Company shall
file such post-effective amendments and supplements as may be necessary to
maintain the currency of the registration statement during the period of its
use. In addition, if the Warrantholder participating in the registration is
advised by counsel that the registration statement, in its opinion, is deficient
in any material respect, the Company shall use its best efforts to cause the
registration statement to be amended to eliminate the concerns raised.
(d) The Company shall furnish to the Warrantholder the number of copies of
a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as the Warrantholder may
reasonably request in order to facilitate the disposition of Securities owned by
it.
(e) The Company shall, at the request of Warrantholder: (i) furnish an
opinion of the counsel representing the Company for the purposes of the
registration pursuant to this Section 6, addressed to the Warrantholder and any
Participating Underwriter, (ii) furnish an appropriate letter from the
independent public accountants of the Company, addressed to the Warrantholder
and any Participating Underwriter, and (iii) make representations and warranties
to the Warrantholder and any Participating Underwriter. A request pursuant to
this subsection (e) may be made on three occasions. The documents required to be
delivered pursuant to this subsection (e) will be dated within 30 days of the
request and will be, in form and substance equivalent to similar documents
furnished to the underwriters in connection with the Offering, with such changes
as may be appropriate in light of changed circumstances.
7. INDEMNIFICATION IN CONNECTION WITH REGISTRATION.
(a) In connection with its registration obligations, the Company shall
indemnify and hold harmless the selling Warrantholder, any person who controls
the selling Warrantholder within the meaning of the Act, and any Participating
Underwriter against any losses, claims, damages, or liabilities, joint or
several, to which the Warrantholder, controlling person, or Participating
Underwriter may be subject under the Act or otherwise; and it shall reimburse
each Warrantholder, each controlling person, and each Participating Underwriter
for any legal or other expenses reasonably incurred by the Warrantholder,
controlling person, or Participating Underwriter in connection with
investigating or defending any such loss, claim, damage, liability, or action,
insofar as such losses, claims, damages, or liabilities, joint or several (or
actions in respect thereof), arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained, on the effective
date thereof, in any such registration statement or any preliminary prospectus
or final prospectus, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; PROVIDED, HOWEVER, that the Company will not be liable in any case
to the extent that any loss, claim, damage, or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission
-7-
made in any registration statement, preliminary prospectus, final prospectus, or
any amendment or supplement thereto, in reliance upon and in conformity with
written information furnished by the Warrantholder or any person controlling the
Warrantholder or any Participating Underwriter for use in the preparation
thereof. The indemnity agreement contained in this subparagraph (a) will not
apply to amounts paid to any claimant in settlement of any suit or claim unless
such payment is first approved by the Company, such approval not to be
unreasonably withheld or delayed.
(b) The selling Warrantholder, as a condition of the Company's
registration obligation, shall indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed any registration statement
or other filing or any amendment or supplement thereto, and any person who
controls the Company within the meaning of the Act, against any losses, claims,
damages, or liabilities to which the Company or any such director, officer, or
controlling person may become subject under the Act or otherwise, and shall
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer, or controlling person in connection with investigating
or defending any such loss, claim, damage, liability, or action, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue or alleged untrue statement of any material
fact contained in said registration statement, any preliminary or final
prospectus, or other filing, or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in said
registration statement, preliminary or final prospectus, or other filing, or
amendment or supplement, in reliance upon and in conformity with written
information furnished by the Warrantholder or any person controlling the
Warrantholder or any Participating Underwriter for use in the preparation
thereof; PROVIDED, HOWEVER, that the indemnity agreement contained in this
subparagraph (b) shall not apply to amounts paid to any claimant in settlement
of any suit or claim unless such payment is first approved by the Warrantholder,
such approval not to be unreasonably withheld or delayed.
(c) Promptly after receipt by an indemnified party under subparagraphs (a)
or (b) above of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party,
notify the indemnifying party of the commencement thereof, but the omission to
notify the indemnifying party will not relieve it from any liability that it may
have to any indemnified party otherwise than under subparagraphs (a) and (b).
(d) If any such action is brought against any indemnified party and it
notifies an indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified parry; and after
notice from the indemnifying party to such indemnified party of its election to
assume the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
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8. RESTRICTIONS ON TRANSFER. The Warrant Certificate and the Warrant(s)
may not be sold, transferred, assigned or hypothecated except to underwriters of
the Offering or to individuals who are either a partner or an officer of such an
underwriter or by will or by operation of law. The Warrant(s) may only be
exercised by one of the aforesaid persons or by a successor entity or legal
representative. The Warrant(s) may be divided or combined, upon request to the
Company by the Warrantholder, into a certificate or certificates evidencing the
same aggregate number of Warrants.
9. NO RIGHTS AS A STOCKHOLDER. Except as otherwise provided herein, the
Warrantholder will not, by virtue of ownership of the Warrant(s), be entitled
to any rights of a stockholder of the Company but will, upon written request to
the Company, be entitled to receive such quarterly or annual reports as the
Company distributes to its stockholders.
10. WARRANTS NOT CALLABLE. The Warrants may not be called or redeemed by
the Company at any time.
11. NOTICE. Any notices required or permitted to be given hereunder will
be in writing and may be served personally or by mail; and if served will be
addressed as follows:
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If to the Company:
0000 Xxxxxxxxx Xxxxxxx, XX
Xxxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx,
President and Chief Executive Officer
If to the Warrantholder:
at the address furnished
by the Warrantholder to the
Company for the purpose of
notice.
Any notice so given by mail will be deemed effectively given 48 hours after
mailing when deposited in the United States mail, registered or certified mail,
return receipt requested, postage prepaid and addressed as specified above. Any
party may by written notice to the other specify a different address for notice
purposes.
11. APPLICABLE LAW. This Warrant Agreement and the Warrant(s) issuable
pursuant to the provisions hereof will be governed by and construed in
accordance with the laws of the State of Oregon, without reference to conflict
of laws principles thereunder. All disputes relating to this Warrant Agreement
and/or the Warrant(s) issuable hereunder shall be tried before the courts of
Oregon located in Multnomah County, Oregon to the exclusion of all other courts
that might have jurisdiction.
Dated as of , 199
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CELL ROBOTICS INTERNATIONAL, INC.
By:
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Agreed and Accepted as of ,199
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XXXXXXX INVESTMENT COMPANY, INC.
By:
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EXHIBIT A
[FORM OF WARRANTS CERTIFICATE]
THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANTS REPRESENTED BY THIS
CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) UPON RECEIPT BY THE ISSUER OF AN
OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL
FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M., PACIFIC TIME, ________, 200__
NO. W- WARRANTS TO PURCHASE
_________ SHARES OF COMMON STOCK
WARRANT CERTIFICATE
This WARRANT CERTIFICATE certifies that _________, or registered assigns,
is the registered holder of a Warrant to purchase initially, at any time from
_______, 199__ until 5:00 p.m., Pacific time, on _______, 200__ ("Expiration
Date"), up to _________________ fully-paid and non-assessable shares of common
stock, $.01 par value (the "Common Stock"), of CELL ROBOTICS INTERNATIONAL,
INC., a Colorado corporation (the "Company"), at the initial exercise price,
subject to adjustment in certain events (the "Exercise Price"), of $____ per
share of Common Stock upon surrender of this Warrant Certificate and payment of
the Exercise Price in cash or in warrants as provided in paragraphs (a) and (b),
as the case may be, of Section 2 of the Warrant Agreement (defined below) at an
office or agency of the Company, but subject to the conditions set forth herein
and in the Warrant Agreement dated as of __________, 199__ between the Company
and Xxxxxxx Investment Company, Inc. (the "Warrant Agreement"). Payment of the
Exercise Price, where payment is made in cash pursuant to paragraph (a) of
Section 2 of the Warrant Agreement, shall be made by certified or official bank
check in New York Clearing House funds payable to the order of the Company or,
where payment is made in Warrant(s) pursuant to paragraph (b) of Section 2 of
the Warrant Agreement, by surrender of this Warrant Certificate, as provided in
the Warrant Agreement.
A-1
The Warrant(s) may not be exercised after 5:00 p.m., Pacific time, on the
Expiration Date, at which time the Warrant(s) shall become null and void.
The Warrants evidenced by this Warrant Certificate have been issued
pursuant to the Warrant Agreement, dated as of _______, 199__, between Cell
Robotics International, Inc. and Xxxxxxx Investment Company, Inc. (the "Warrant
Agreement") which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a description of
the rights, limitation of rights, obligations and duties thereunder of the
Company and the holder (the word "holder" meaning the registered holder) of the
Warrant(s).
The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price and the type and/or number of the Company's securities
issuable upon exercise of the Warrant(s) may, subject to certain conditions, be
adjusted. In such event, the Company will, at the request of the holder, issue
a new Warrant Certificate evidencing the adjustment in the Exercise Price and
the number and/or type of securities issuable upon the exercise of the
Warrant(s); PROVIDED, HOWEVER, that the failure of the Company to issue such new
Warrant Certificate shall not in any way change, alter, or otherwise impair, the
rights of the holder as set forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing a like number of securities
for which this Warrant may be exercised shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax or
other governmental charge imposed in connection with such transfer.
Upon the exercise of less than all of the securities for which this Warrant
may be exercised, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing the remaining number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
A-2
All terms use in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated as of ______________, 199__
CELL ROBOTICS INTERNATIONAL, INC.
[Seal]
By:
-----------------------------
Name:
Title:
A-3
FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 2(a)
OF THE BELOW DESCRIBED WARRANT AGREEMENT
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ___________________ shares
of Common Stock and herewith tenders in payment for such securities a certified
or official bank check payable in New York Clearing House funds to the order of
Cell Robotics International, Inc. in the amount of $________________, all in
accordance with the terms of Section 2(a) of the Warrant Agreement, dated as of
____________, 199___, between Cell Robotics International, Inc. and Xxxxxxx
Investment Company, Inc. The undersigned requests that a certificate for such
securities be registered in the name of _____________________ whose address is
__________________________ and that such certificate be delivered to
______________ whose address is _____________________________.
Dated:
Signature
---------------------------------
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate)
------------------------------------------
(Insert Social Security or Other Identifying
Number of Holder)
A-4
FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 2(b)
OF THE BELOW DESCRIBED WARRANT AGREEMENT
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase __________________
shares of Common Stock and herewith tenders in payment for such securities
such number of the Warrant(s) as shall be determined in accordance with the
terms of Section 2(b) of the Warrant Agreement, dated as of _________, 199__,
between Cell Robotics International, Inc. and Xxxxxxx Investment Company,
Inc. The undersigned requests that a certificate for such securities be
registered in the name of _________________________ whose address is
_________________________ and that such certificate be delivered to
__________________ whose address is ________________________________________.
The undersigned also requests that a certificate for the remaining number of
unexercised warrants be registered in the name of ___________________ whose
address is ______________________________________ and that such certificate
be delivered to ________________________ whose address is ___________________
_______________________________________________.
Dated:
Signature
----------------------------------
(Signature must conform in all respects to name of
Holder as specified on the face of the Warrant
Certificate.)
-------------------------------------------
(Insert Social Security or Other Identifying
Number of Holder)
A-5
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate or any part thereof, such
assignment to be subject to restrictions of the Warrant Agreement referred
to in the Warrant Certificate.)
FOR VALUE RECEIVED, ______________________ hereby sells, assigns and
transfers unto
______________________________________________________________________________
(Please print name and address of transferee)
[this Warrant Certificate] [________ warrants exercisable pursuant to this
Warrant Certificate], together with all right, title and interest therein. The
undersigned requests that a certificate for such securities be registered in the
name of _________________________whose address
is_________________________________and that such certificate be delivered to
__________________ whose address is ________________________________________.
The undersigned also requests that a certificate for the remaining number of
unexercised warrants be registered in the name of ___________________ whose
address is ______________________________________ and that such certificate be
delivered to ________________________ whose address is__________________________
______________________________________________.
Dated: Signature:
--------------------------------
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate.)
------------------------------------------
(Insert Social Security or Other Identifying
Number of Assignee)
A-6
