CARING PRODUCTS INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
UNIT CERTIFICATE
EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK
AND ONE REDEEMABLE COMMON STOCK PURCHASE WARRANT
UNIT NUMBER ____________ __________ UNITS
CUSIP 141904 30 0
THIS CERTIFIES that, for value received
or registered assigns (the "Registered Holder"), is the owner of the number of
units (the "Units") specified above, each of which consists of one (1) share of
common stock, par value $0.01 per share (the "Common Stock"), of Caring Products
International, Inc., a corporation incorporated under the laws of the State of
Delaware (the "Company"), and one (1) Redeemable Common Stock Purchase Warrant
(the "Warrant" or, collectively, the "Warrants"). Prior to , 1997
or such later date as determined in the sole discretion of Paulson Investment
Company, Inc. (the "Separation Date"), following appropriate prior notice to the
holders of the Units, the Company will not recognize any separate transfer or
exchange of the Warrants and Common Stock which comprise the Units represented
by this Unit Certificate.
This Unit Certificate is exchangeable upon surrender hereof by the
Registered Holder to the Transfer Agent and Registrar or its successor for a new
Unit Certificate(s) of like tenor representing an equal aggregate number of
Units. Each of such new Unit Certificates shall represent the number of Units
as shall be designated by such Registered Holder at the time of such surrender.
This Unit Certificate shall be transferable at the office of the Transfer Agent
and Registrar or its successor by the Registered Holder in person or by attorney
duly authorized in writing upon surrender of this Unit Certificate. Upon due
presentment and payment of any applicable tax or other charge imposed in
connection therewith or incidental thereto for registration of transfer of this
Unit Certificate at such office, a new Unit Certificate(s) representing an equal
aggregate number of Units will be issued to the transferee in exchange for this
Unit Certificate. Commencing on the Separation Date, the Registered Holder
shall be entitled to exchange this Unit Certificate for separate certificates
representing the number of shares of Common Stock and Warrants comprising the
Units represented by this Unit Certificate upon surrender of this Unit
Certificate to the Transfer Agent and Registrar at the office of the Transfer
Agent and Registrar, together with any documentation required by the Transfer
Agent and Registrar.
The Warrants are issued pursuant to and are subject in all respects
to the terms and conditions set forth in the Warrant Agreement (the "Warrant
Agreement"), dated , 1997, by and between the Company and The
Bank of Nova Scotia Trust Company of New York, the Warrant Agent and
Co-Transfer Agent and Registrar. The Warrant Agreement provides, among other
things, for adjustments to the Purchase Price, as that term is hereinafter
defined, and the number of shares of Common Stock which may be purchased upon
exercise of the Warrants under certain circumstances. Each Warrant entitles
the Registered Holder thereof after the Separation Date to purchase one (1)
fully paid and nonassessable share of Common Stock upon presentation and
surrender of this Unit Certificate with the instructions for the registration
and delivery of Common Stock filled in at any time prior to 5:00 p.m. New
York City time ("close of business"), on , 2002, at the
Warrant Agent's office in New York, New York or the office of its successor
warrant agent or, if there be no successor warrant agent, at the corporate
offices of the Company, and upon payment of $ per share, subject to
adjustment to a purchase price equal to 120 percent of the average daily
closing price of the Common Stock for the 20 trading days following the
Separation Date (the "Purchase Price"), and any applicable taxes paid either
in cash, or by check, payable in lawful money of the United States of America
to the order of the Company. Notwithstanding anything herein to the
contrary, the Warrants shall not be exercisable or separately transferable
from the Common Stock comprising in part the Units prior to the Separation
Date. The number and kind of securities or other property for which the
Warrants are exercisable are subject to further adjustment in certain events,
such as mergers, splits, stock dividends, recapitalization and the like.
Upon not less than 30 days' notice (the "Notice Period"), the Company
may at its option redeem all unexercised Warrants for $0.25 per Warrant at any
time after (i) the closing sale price of the Common Stock has exceeded 200
percent of the Purchase Price during any period of at least 20 consecutive
trading days, (ii) the Company has an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), pertaining to the
Common Stock or other securities underlying the Warrants, and (iii) expiration
of the Notice Period before the Expiration Date. In the event the Company
exercises its right to redeem the Warrants, the Warrants will be exercisable
until close of business on the business day immediately preceding the date fixed
for redemption in such notice. All Warrants not theretofore exercised or
redeemed will expire on , 2002.
The Warrants are subject to all of the terms, provisions and
conditions of the Warrant Agreement, to all of which terms, provisions and
conditions the Registered Holder consents by acceptance hereof. The Warrant
Agreement is incorporated herein by reference and made a part hereof, and
reference is made to the Warrant Agreement for a full description of the
rights, limitations of rights, obligations, duties and immunities of the
Warrant Agent, the Company and the holders of the Warrants. Copies of the
Warrant Agreement are available for inspection at the stock transfer office
of the Warrant Agent or may be obtained upon written request addressed to the
Warrant Agent at its stock transfer office at One Liberty Plaza, New York,
New York 10006.
The Company shall not be required upon the exercise of the Warrants
to issue fractions of the Warrants, Common Stock or other securities, but
shall make adjustment therefor in cash on the basis of the current market
value of any fractional interest as provided in the Warrant Agreement.
In certain cases, the sale of securities by the Company upon
exercise of the Warrants would violate the securities laws of the United
States, certain states thereof or other jurisdictions. The Company has
agreed to maintain the effectiveness of a registration statement during the
term of the Warrants with respect to such sales under the Securities Act and
to take such action under the laws of various states as may be required to
cause the sale of securities upon exercise to be lawful. However, the
Company will not be required to honor the exercise of Warrants if, in the
opinion of its Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful. In certain cases, the
Company may, but is not required to, purchase Warrants submitted for exercise
for a cash price equal to the difference between the market price of the
securities obtainable upon such exercise and the Purchase Price of such
Warrants.
With respect to the Common Stock or any other securities of the
Company which may be issued on the exercise of the Warrants, (i) the
Registered Holder, as the holder of the Warrants, shall not be entitled to
vote, receive dividends or be deemed the holder of the Common Stock or any
other securities of the Company which may at any time be issuable on the
exercise of the Warrants for any purpose whatever and (ii) nothing contained
in the Warrant Agreement or herein be construed to confer upon the Registered
Holder, as the holder of the Warrants, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof or give or withhold
consent to any corporate action (whether upon any recapitalization, issuance
of stock, reclassification of stock, change of par value or change of stock
to no par value, consolidation, merger, conveyance or otherwise) or to
receive notice of meetings or other actions affecting shareholders (except as
provided in the Warrant Agreement) or to receive dividends or subscription
rights or otherwise until the Warrants shall have been exercised and the
Common Stock or other securities purchasable upon the exercise hereof shall
have become deliverable as provided in the Warrant Agreement.
The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise
of Warrants until any tax which may be payable in respect thereof by the
Registered Holder pursuant to the Warrant Agreement shall have been paid,
such tax being payable by the Registered Holder at the time of surrender.
The Company and the Transfer Agent and Registrar may deem and treat
the Registered Holder as the absolute owner hereof (notwithstanding any
notation of ownership or other writing thereon made by anyone
2
other than the Company or the Transfer Agent and Registrar) for all purposes
whatever, and neither the Company nor the Transfer Agent and Registrar shall
be affected by any notice to the contrary.
This Unit Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware without giving affect to
the conflicts of law, and shall not be valid or obligatory for any purposes
until it shall have been countersigned by the Transfer Agent and Registrar.
WITNESS the facsimile signatures of the officers of the Company.
Dated:
CARING PRODUCTS INTERNATIONAL, INC.
/s/ William H.W. Atkinson
Chairman and Chief Executive Officer
/s/ Susan A. Schreter
President
Countersigned: THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
One Liberty Plaza
New York, New York 10006
By:
--------------------------------------------------------
Transfer Agent and Registrar Authorized Signature
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CARING PRODUCTS INTERNATIONAL, INC.
The following abbreviations when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-- as tenants in common UNIF GIFT MIN ACT-- Custodian
----------------------
TEN ENT-- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants Minors Act ________
in common (State)
Additional abbreviations may also be used though not in the above list.
SUBSCRIPTION
(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE THE WARRANTS IN
WHOLE OR IN PART)
To: CARING PRODUCTS INTERNATIONAL, INC.
The undersigned Registered Holder (_________________________________)
(Please insert social security or
other identification number of
Registered Holder)
hereby irrevocably elects to exercise the right of purchase represented by
the within Unit Certificate for, and to purchase thereunder,
____________________shares of Common Stock provided for therein and tenders
payment herewith to the order of CARING PRODUCTS INTERNATIONAL, INC. in the
amount of $_________________. The undersigned requests that certificates for
such shares of Common Stock be issued as follows:
Name:_________________________________________________________________________
Address:______________________________________________________________________
Deliver to:___________________________________________________________________
Address:______________________________________________________________________
and if said number of Warrants being exercised shall not be all the Warrants
evidenced by this Unit Certificate, that a new Certificate for the balance of
such Warrants as well as the shares of Common Stock represented by this Unit
Certificate be registered in the name of, and delivered to, the Registered
Holder at the address stated below:
Address:______________________________________________________________________
Dated:________________,______
________________________________________________
(Signature must conform in all respects to the
name of Registered Holder as specified in the case
of this Unit Certificate in every particular,
without alteration or any change whatever.)
Signature Guaranteed: ________________________________________________
ASSIGNMENT
(TO BE SIGNED ONLY UPON ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned Registered Holder (_______________________)
(Please insert Social
Security or other
identification number of
Registered Holder)
hereby sells, assigns and transfers unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please Print Name and Address including Zip Code)
Warrants evidenced by the within Unit Certificate, and irrevocably
constitutes and appoints ____________________________________________
Attorney to transfer this Unit Certificate on the books of Caring Products
International, Inc. with the full power of substitution in the premises.
Dated:________________,______
Signature Guaranteed:
______________________________
________________________________________________
(Signature must conform in all respects to the
name of Registered Holder as specified on the face
of this Unit Certificate in every particular,
without alteration or any change whatsoever, and
the signature must be guaranteed in the usual
manner.)
The signature should be guaranteed by an eligible institution (Banks,
Stockbrokers, Savings and Loan Association and Credit Union with membership in
an approved signature Medallion Program), pursuant to S.E.C. Rule 17Ad-15.