- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXHIBIT 4.2 - Representatives' Common Stock Purchase Warrant
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 Paulson 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.
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 Paulson
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.
-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:
-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 Paulson
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)
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 Paulson 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)
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)