CELL ROBOTICS INTERNATIONAL, INC.
(A COLORADO CORPORATION)
UNIT CERTIFICATE
Each Unit includes one (1) share of Series A Convertible Preferred Stock and
two (2) Common Stock Purchase Warrants
THE COMPONENTS ARE NOT SEPARATELY TRANSFERABLE UNTIL
THE SEPARATION DATE (AS DEFINED BELOW).
Unit No. Units
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CUSIP
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THIS UNIT CERTIFICATE CERTIFIES THAT, for value received,______________
____________________________________________, or registered assigns ("Holder")
is the registered holder of the above indicated number of Units (the "Units"),
each Unit consisting of one (1) share of Series A Convertible Preferred Stock,
$.04 par value per share (the "Preferred Stock"), of Cell Robotics
International, Inc., a Colorado corporation (the "Company") and two (2) Common
Stock Purchase Warrants ("Warrant"), each Warrant to purchase one (1) share of
Common stock at $_____ per share (subject to certain adjustments) until
___________________, 2003. The applicable Purchase Price for the Warrants (the
"Purchase Price") may also be reduced in the sole discretion of the Company on
30 days' prior written notice to the Warrantholders. The Common Stock and
Warrants are collectively referred to herein as the "Components."
Neither the Warrants nor the Preferred Stock are separately transferable
from the Units until _______________, 1998. The date on which the Preferred
Stock and the Warrants become separately transferable is referred to as the
"Separation Date."
Until the Separation Date the Holder of this Unit Certificate is entitled
for each Unit to the beneficial ownership of one (1) share of Preferred Stock
and two (2) Warrants, and such shares of Preferred Stock and Warrants have been
deposited with and are held by Corporate Stock Transfer, Inc. as depositary (the
"Depositary"). Until the Separation Date, such beneficial ownership is
transferable only by the transfer of this Unit Certificate.
The terms of the Warrants are governed by a Warrant Agreement dated as of
January ____, 1998 (the "Warrant Agreement") between the Company and Corporate
Stock Transfer, Inc. as Warrant Agent and are subject to the terms and
provisions contained therein, to all of which terms and provisions the Holder of
this Unit Certificate consents by acceptance hereof. Under the terms and
subject to the provisions of the Warrant Agreement, the Warrants may be redeemed
at the option of the Company, at a redemption price of $.25 per Warrant at any
time commencing after ________________, 1998 provided that (i) there is in
effect a registration statement registering for sale under the Securities Act
the shares of Common Stock issuable upon exercise of the Warrant (the "Warrant
Stock") and (ii) the closing bid price of the Warrant has been at least $_______
(200% of the Warrant Exercise Price) for the ten consecutive trading days
immediately preceding the date of such notice of redemption. In the event of
redemption, the Warrants will be exercisable through the date preceding the date
fixed for redemption. Notice of redemption (the "Notice of Redemption") shall
be given not later than the thirtieth (30th) day before the date fixed for
redemption, as a provided in the Warrant Agreement. On and after the date fixed
for redemption, the Registered Holder shall have no rights with respect to the
Warrants except to receive the $.25 per Warrant upon surrender of this
Certificate.
As soon after the Separation Date as is practicable, the Company shall
cause the Depositary to mail or otherwise deliver to the Holder of this Unit
Certificate at the close of business on the Separation Date, at the Holder's
address as shown on the Unit Register of the Company , a certificate or
certificates (registered in the name of such Holder) for the shares of Common
Stock and Warrants to which such Holder is entitled.
This Unit Certificate shall not be valid unless countersigned by the
Depositary.
IN WITNESS WHEREOF, CELL ROBOTICS INTERNATIONAL, INC. has caused this Unit
Certificate to be signed by its President and by its Secretary, each by a
facsimile of such person's signature.
Dated:
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Attest:
By: By:
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Secretary Ronald K. Lohrding, President
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370 - 17th Street, Suite 2350, Denver, Colorado 80202
By:
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Transfer Agent and Registrar Authorized Officer
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CELL ROBOTICS INTERNATIONAL, INC.
ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF THE SHAREHOLDER
DESIRES TO TRANSFER SHARES EVIDENCED HEREBY)
TRANSFER FEE: $7.00 PER CERTIFICATE ISSUED.
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER For value received _________________________
hereby sell, assign, and transfer unto ________________________________________
_______________________________________________________________________________
Units represented by this Unit Certificate, together with all right, title, and
interest therein, and do hereby irrevocably constitute and appoint ____________
_______________________________________________________________________________
attorney, to transfer this Unit Certificate on the books of the Company, with
full power of substitution.
Dated: , 19 X
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SIGNATURE GUARANTEED: NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of the certificate, in every
particular, without alteration or
enlargement, or any change whatever.
IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR
MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK
EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK EXCHANGE,
MIDWEST STOCK EXCHANGE.