WARRANT AGREEMENT
BETWEEN
CELL ROBOTICS INTERNATIONAL, INC.
AND
PAULSON INVESTMENT COMPANY, INC.
_________________
WARRANTS FOR PURCHASE OF 400,000 UNITS OF
CELL ROBOTICS INTERNATIONAL, INC.
EACH UNIT CONSISTING OF
ONE SHARE OF SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $.04 PER SHARE
AND TWO COMMON STOCK PURCHASE WARRANTS
WARRANTS VOID AFTER ____________ _____, 2003
WARRANT AGREEMENT, dated as of _____________, 199___, between CELL
ROBOTICS INTERNATIONAL, INC. (the "Company") and PAULSON 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 40,000 units (the "Units"),
each Unit consisting of one share of the Company's Series A Convertible
Preferred Stock, par value $.04 per share (the "Series A Preferred Stock")
and two Common Stock Purchase Warrants (the "Underlying Warrants"); and
WHEREAS, each share of Series A Preferred Stock is convertible into four
shares of the Company's common stock, $.004 par value (the "Common Stock"),
subject to adjustment under certain circumstances ("Conversion Ratio") at any
time at the option of the holder and shall automatically convert into four
shares of Common Stock upon the earlier of (a) the third anniversary of the
date of this Prospectus or (b) the sum of closing bid prices of the Preferred
Stock and the two Underlying Warrants included in the Units has been at least
$_____; and
WHEREAS, each Underlying Warrant entitles holder to purchase one share
of Common Stock at a price of $_____ per share ("Warrant Exercise Price"),
subject to adjustment under certain circumstances at any time before January
__, 2003 (the "Warrant Expiration Date") unless earlier redeemed; 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 400,000 Units at a public offering price of $_____ per Unit (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 ____________, 1998, UNTIL 5:00 P.M., PACIFIC TIME,
ON ____________, 2003, UP TO AN AGGREGATE OF 40,000 UNITS AT AN INITIAL
EXERCISE PRICE (SUBJECT TO ADJUSTMENT AS
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PROVIDED IN SECTION 3 HEREOF) OF $_______ PER UNIT 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.
(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 Unit (or other Securities obtainable in lieu of one Unit) upon
exercise of a Warrant as determined from time to time pursuant to the
provisions hereof. The initial Exercise Price is $_________ per Unit.
(i) "Offering" means the public offering of Units 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.333-40895), as amended on the Closing Date.
(l) "Representative" means Paulson Investment Company, Inc.
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(m) "Rules and Regulations" means the rules and regulations of the
Commission adopted under the Act.
(n) "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.
(o) "Series A Preferred Stock" means the Series A Convertible Preferred
Stock, par value $.04 per share, of the Company, a share of which is included
in each Unit.
(q) "Underlying Warrants" mean the common stock purchase warrants
included in the Units.
(r) "Units" means the Units offered pursuant to the Registration
Statement.
(s) "Warrant Certificate" means the certificate evidencing the
Warrant(s), a form of which is annexed hereto as Exhibit A.
(t) "Warrantholder" means the record holder of the Warrant(s) or
Securities. The initial Warrantholder is the Representative.
(u) "Warrant(s)" means the warrant(s) evidenced by the Warrant
Certificate, any similar 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, 2175 Broadbent Parkway, NE, Albuquerque, New Mexico
87107, 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.
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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
Units equal to the quotient derived from DIVIDING the NUMERATOR (which shall
be an amount equal to the DIFFERENCE BETWEEN: (I) the number of Units or
other Securities as to which the Warrant is being exercised MULTIPLIED by the
per share Market Price of such Unit or other Securities, AND (II) the number
of Units 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 such Unit or other Securities. 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 any Security, 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 as officially
reported by the principal securities exchange on which such Security is listed
or admitted to trading or by the NASDAQ Stock Market ("NSM"), or, if such
Security 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
such Security 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.
(c) If at the time the Warrants are exercised there are no outstanding
shares of Series A Preferred Stock, the exercising Warrantholder shall receive
(upon payment of the Exercise Price), in lieu of Series A Preferred Stock, the
Securities or other property which such Warrantholder would have held had such
Warrantholder exercised such Warrants, obtained Series A Preferred Stock and
converted such Series A Preferred Stock on the last day on which shares of
outstanding Series A Preferred Stock were in existence and thereafter had
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continued to hold the Securities or other property so obtained and any
Securities or other property thereafter issued in respect of any such
Securities.
(d) If, at the time the Warrants are exercised there are no outstanding
Underlying Warrants, the exercising Warrantholder shall receive (upon payment
of the Exercise Price and the Underlying Warrant exercise price
[prior to the termination date of the Underlying Warrant]), in lieu of
Underlying Warrants, the Securities or other property which such
Warrantholder would have held had such Warrantholder exercised such
Underlying Warrants on the last day on which outstanding Underlying Warrants
were in existence and thereafter had continued to hold the Securities or
other property so obtained and any Securities or other property thereafter
issued in respect of any such Securities.
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 or Series A
Preferred Stockare divided into a greater number of shares or a dividend in
stock is paid on the Common Stock or Series A Preferred Stock, the number of
the Securities 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 or Series
A Preferred Stock are combined into a smaller number of shares of Common
Stock or Series A Preferred Stock, the number of the Securities 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 or Series A Preferred
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) and the Securities
underlying the Warrants. 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
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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 Units
or other Securities, or property purchasable upon exercise of the Warrant(s),
the Company will promptly determine the new number of such Units or other
Securities or property purchasable upon 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 Units 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 Securities
purchasable upon exercise of the Warrant(s).
(g) Whenever the Exercise Price payable upon exercise of each Warrant
is adjusted pursuant to subsections (a) or (b), the number of Units
purchasable upon exercise of the Warrant shall simultaneously be adjusted by
multiplying the number of Units initially issuable upon exercise of the
Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by the Exercise Price, as adjusted.
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 to the
exercise of the Warrant(s), will be duly and validly issued in accordance
with their terms, and the Company
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will pay all documentary and transfer taxes, if any, in respect of the
original issuance thereof upon exercise of the Underlying 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 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.
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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 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
9
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.
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:
2175 Broadbent Parkway, NE
Albuquerque, NM 87107
Attn: Ronald K. Lohrding,
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 __________ _______, 1998
CELL ROBOTICS INTERNATIONAL, INC.
By: ___________________________________
___________________________________
Agreed and Accepted as of _______ ___,1998
PAULSON 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, ________, 2003
NO. W- WARRANTS TO PURCHASE
_________ UNITS
Each Unit consisting of one share
of Series A Preferred Stock and
two Common Stock Purchase Warrants
WARRANT CERTIFICATE
This WARRANT CERTIFICATE certifies that _________, or registered
assigns, is the registered holder of a Warrant to purchase initially, at any
time from _______, 1998 until 5:00 p.m., Pacific time, on _______, 2003
("Expiration Date"), up to 40,000 units (each a "Unit" and collectively, the
"Units"), 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 Unit 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 __________, 1998 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
A-1
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 _______, 1998, 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).
Each Unit consists of one share of the Company's Series A Preferred
Stock, par value $.004 per share (the "Series A Preferred Stock") and two
common stock purchase warrants (the "Underlying Warrants"). The Series A
Preferred Stock is convertible into four shares of the Company's common
stock, $.004 par value (the "Common Stock"), subject to adjustment under
certain circumstances ("Conversion Ratio") at any time at the option of the
holder. Each share of Preferred Stock shall automatically convert into four
shares of Common Stock upon the earlier of (a) __________________ or (b) the
sum of closing bid prices of the Preferred Stock and two Underlying Warrants
included in the Units has been at least $_____ for at least ten consecutive
trading days. Dividends in the form of shares of the Company's Common Stock
will accrue on all outstanding shares of Preferred Stock at the rate of
four-tenths of one share of Common Stock every six months commencing the date
of this Prospectus. Such Common Stock dividends shall be issued and
distributed within 30 days following their accrual every six months. Each
Underlying Warrant entitles holder to purchase one share of Common Stock at a
price of $_____ per share ("Warrant Exercise Price"), subject to adjustment
under certain circumstances. The Warrants are exercisable commencing on the
date of issue and will expire on January __, 2003 (the "Warrant Expiration
Date") unless earlier redeemed
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) or securities issuable
upon conversion or exercise of such securities 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) or securities issuable upon conversion or exercise
of such securities; 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
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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.
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 ______________, 1998
CELL ROBOTICS INTERNATIONAL, INC.
[Seal]
By:_____________________________
Name:
Title:
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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 ___________________
Units 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 ____________, 1998, 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)
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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 __________________ Units
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 _________, 1998, 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)
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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)
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