The securities in the form of Non-Qualified Stock Options of Cell
Robotics International, Inc. have not been registered under the Securities Act
of 1933, as amended, or under any state securities laws. Such securities
cannot be sold, transferred, assigned or otherwise disposed of except in
accordance with the Securities Act of 1933, as amended, and applicable state
securities laws.
CELL ROBOTICS INTERNATIONAL, INC.
(a Colorado corporation)
Option No. NQ-02 150,000 Common Stock Options
CERTIFICATE FOR COMMON STOCK OPTIONS
This certifies that, for value received, RCG Capital Markets Group, Inc.,
or registered assigns ("Optionholder"), is the registered owner of the above
indicated number of Options entitling the Optionholder, subject to the
provisions of paragraph 1 below, to subscribe for, purchase and receive one
(l) fully paid and non-assessable share of Common Stock, $.004 par value, (the
"Common Stock") of Cell Robotics International, Inc., a Colorado corporation
(the "Company"), upon presentation and surrender of this Option and upon
payment of the Exercise Price as hereinbelow defined, for the shares of Common
Stock of the Company, but only subject to the conditions set forth herein.
The Exercise Price, the number of shares purchasable upon exercise of each
Option, the number of Options outstanding and the Expiration Date are subject
to adjustments upon the occurrence of certain events. The Optionholder may
exercise all or any number of the Options represented hereby. Upon exercise
of this Option, the form of election hereinafter provided for must be duly
executed and the instructions for registration of the Common Stock acquired by
such exercise must be completed. If the subscription rights represented
hereby shall not be exercised at or before the Expiration Date, this Option
shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.
Vesting and Exercise Price.
The Options represented by this Certificate are subject to vesting.
Options exercisable to purchase 35,000 shares of Common Stock shall vest and
become exercisable at an Exercise Price equal to $1.00 per share on the
effective date of that certain Engagement Agreement executed and entered into
between Optionholder and the Company. For purposes of this option, the
effective date of the Engagement Agreement shall be deemed to be September 4,
1998. The balance of the Options shall vest and become exercisable at the
Exercise Price contained in, and in accordance with, the following schedule:
a. Option exercisable to purchase 15,000 shares of Common Stock at
a price of $2.00 per share shall vest and become exercisable
on March 5, 1999, subject to the Engagement Agreement being in
full force and effect on that date without a breach or default
outstanding.
b. Option exercisable to purchase 25,000 shares of Common Stock at
a price of $2.00 per share shall vest and become exercisable on
the date upon which the sum of closing bid prices of the
Company's Series A Convertible Preferred Stock (OTC Electronic
Bulletin Board symbol "CRIIP") and two Common Stock Purchase
Warrants (OTC Electronic Bulletin Board symbol "CRIIW") has
been at least $12.375 for ten consecutive trading days.
c. Option exercisable to purchase 25,000 shares of Common Stock at
a price of $2.50 per share shall vest and become exercisable on
the date upon which the closing bid price of the Company's
Common Stock has been at least $4.80 for ten consecutive
trading days.
d. Option exercisable to purchase 25,000 shares of Common Stock at
a price of $2.50 per share shall vest and become exercisable on
the date upon which the Company's Common Stock commences
trading on either the NASDAQ Small-Cap or National Market
System or commences trading on the American Stock Exchange.
e. Option exercisable to purchase 25,000 shares of Common Stock at
a price of $2.50 per share shall vest and become exercisable on
the date upon which the closing bid price of the Company's
Common Stock has been at least $6.00 for ten consecutive
trading days.
Term of Options.
The Options evidenced by this Certificate may be exercised in whole
or in part commencing upon the respective vesting date of such Option (the
"Exercise Date") and ending 5 years from each respective Exercise Date
("Expiration Date"); provided, however, that all Options must be exercised, in
accordance with their terms, on or before 5:00 p.m. Mountain Daylight Time, on
September 4, 2003 (the "Final Expiration Date"), at which time this Option
shall become wholly void unless the Expiration Date is extended by the Company
under paragraph 3.
Notice of Extended Expiration Date.
The Company may extend the Expiration Date for the exercise of this
Option at any time by giving sixty (60) days' written notice thereof to the
Optionholder. If this Option is not exercised on or before the extended
expiration date, it shall become wholly void.
Adjustments of Exercise Price and Shares.
In the event the Common Stock issuable upon exercise of this Option
shall be changed into the same or different number of shares of any class or
classes of stock, whether by capital reorganization, reclassification or
otherwise, or in the event the Company shall at any time issue Common Stock by
way of dividend or other distribution on any stock of the Company, or
subdivide or combine the outstanding shares of Common Stock, then in each such
event the Holder of this Option shall have the right thereafter to exercise
such Option and receive the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification
or other change by holders of the number of shares of Common Stock into which
such Option might have been exercised immediately prior to such
reorganization, reclassification or change. In the case of any such
reorganization, reclassification or change, the Exercise Price shall also be
appropriately adjusted so as to maintain the aggregate Exercise Price.
Further, in case of any consolidation or merger of the Company with or into
another corporation in which consolidation or merger the Company is not the
continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety, or substantially as
an entirety, the Company shall cause effective provision to be made so that
the Optionholder shall have the right thereafter, by exercising this Option,
to purchase the kind and amount of shares of stock and other securities and
property receivable upon such consolidation, merger, sale or conveyance by
holders of the number of shares of Common Stock into which such Option might
have been exercised immediately prior to such consolidation, merger, sale or
conveyance, which provision shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this Option. The foregoing provisions shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common
Stock and to successive consolidations, mergers, sales or conveyances.
Notwithstanding the foregoing, no adjustment of the Exercise Price
shall be made as a result of or in connection with (1) the issuance of Common
Stock of the Company pursuant to options, warrants and share purchase
agreements now in effect or hereafter outstanding or created, (2) the
establishment of option plans of the Company, the modification, renewal or
extension of any plan now in effect or hereafter created, or the issuance of
Common Stock upon exercise of any options pursuant to such plans, (3) the
issuance of Common Stock in connection with an acquisition, consolidation or
merger of any type in which the Company is the continuing corporation, or (4)
the issuance of Common Stock in consideration of such cash, property or
service as may be approved by the Board of Directors of the Company and
permitted by applicable law.
Adjustment to Exercise Price.
The Company may, in its sole discretion, lower each Exercise Price
set forth in paragraph 1 above at any time, or from time-to-time. When any
adjustment is made in an Exercise Price, the Company shall cause a copy of
such statement to be mailed to the Optionholder, as of a date within ten (10)
days after the date when the Exercise Price has been adjusted.
Manner of Exercise.
The Optionholder of the Options evidenced by this Option Certificate
may exercise all or any whole number of such Options during the Exercise
Period in the manner stated herein. This Option Certificate, together with
the purchase form provide for herein duly executed by the Optionholder or by
the Optionholder's duly authorized attorney, plus payment of the purchase
price, shall be surrendered to the Company. If upon exercise of any Options
evidenced by this Option Certificate the number of Options exercised shall be
less than the total number of Options so evidenced, there shall be issued to
the Optionholder a new Option Certificate evidencing the number of Options not
so exercised.
Manner of Payment.
The purchased price of each Option shall be paid, to the extent
permitted by applicable statutes and regulations, either (i) in cash at the
time the Option is exercised, or (ii) by delivery to the Company of other
common stock of the Company valued at its then-established fair market value,
or (iii) by delivery to the Company of either Options or Warrants of the
Company, valued at the difference between their Exercise Price and their then-
established fair market value of the Company's common stock, or (iv) according
to a deferred payment or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other common stock of the
Company) with the person to whom the option is granted or to whom the option
is transferred, or (v) in any other form of legal consideration that may be
acceptable to the Board of Directors, in their discretion. For the purposes
of this Paragraph 7, the fair market value of the Company's common stock shall
be (i) the closing sale price for the Common Stock on the primary exchange
upon which the shares are listed and traded on the date the Option is
exercised, or (ii) if the shares are not traded on any national exchange, the
closing sale price for the Common Stock on the NASDAQ National Market on the
date the Option is exercised, or (iii) if the shares or neither traded on a
national exchange nor listed on the NASDAQ National Market, then the average
of the bid and ask prices for the Common Stock in the Over-The-Counter Market
as quoted on the NASDAQ Small-Cap Market or (iv) if the shares of Common Stock
are neither traded on a national exchange or the NASDAQ National Market nor
quoted on the NASDAQ Small-Cap Market, the average of the bid and ask prices
for the Common Stock as quoted by any recognized securities quotation service
such as the National Quotation Bureau, Inc. or the OTC Electronic Bulletin
Board on the date the Option is exercised. In the case of any deferred payment
arrangement, any interest shall be payable at least annually and shall be
charged at the minimum rate of interest necessary to avoid the treatment as
interest, under any applicable provisions of the Internal Revenue Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement.
Reservation of Common Stock.
The Company agrees that the number of shares of Common Stock
sufficient to provide for the exercise of the Options upon the basis herein
set forth will at all times during the term of this Option be reserved for the
exercise thereof.
Issuance of Common Stock upon Exercise.
The Company, at its expense, shall cause to be issued, within ten
(10) days after exercise of this Option, a certificate or certificates in the
name requested by the Optionholder of the number of shares of Common Stock to
which the Optionholder is entitled upon such exercise. All shares of Common
Stock or other securities delivered upon the exercise of the Options shall be
validly issued, fully paid and non-assessable.
No Right as Stockholder.
The Optionholder is not, by virtue of ownership of the Options,
entitled to any rights whatsoever of a stockholder of the Company.
Assignment.
This Option is not assignable by the Optionholder hereof.
Dated: CELL ROBOTICS INTERNATIONAL, INC.
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Attest: By:
------------------------- ---------------------------------
Secretary
PURCHASE FORM
Dated:
---------------------------------
The undersigned hereby irrevocably elects to exercise the
attached Option to the extent of purchasing _____________________________
________________ shares of Common Stock of Cell Robotics International,
Inc. and hereby makes payment of $_________________ in payment of the
Exercise Price therefor.
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INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
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(please typewrite or print in block letters)
Address
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Signature
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