NUMBER VOID AFTER _________, 1999
WARRANTS
[ ] CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANT [ ]
OCUREST LABORATORIES, INC.
CUSIP _________
THIS CERTIFIES THAT for value received, ________________ or registered
assigns is the owner of the number of Class A Redeemable Common Stock Purchase
Warrants (the "Warrants") to purchase, subject to the terms and conditions set
forth in this Warrant Certificate and the Warrant Agreement (as hereinafter
defined), a like number of fully paid and nonassessable shares of Common Stock,
$.008 par value (the "Common Stock"), of Ocurest Laboratories, Inc., a Florida
corporation (the "Company") at any time until 3 P.M. Denver Colorado time on
______________, 1999 upon the presentation and surrender of this Warrant
Certificate with the Purchase Form on the reverse hereof duly executed, at the
corporate office of American Securities Transfer & Trust, Inc. as Warrant Agent,
or its successor (the "Warrant Agent"), or in the absence of a Warrant Agent, at
the corporate office of the Company, accompanied by the exercise price of $4.80
per share of common stock (the "Purchase Price"). The payment of the Purchase
Price shall be in lawful money of the United States of America in cash or by
check made payable to the Warrant Agent for the account of the Company.
This Warrant Certificate and each Warrant evidenced hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agent Agreement (the "Warrant Agreement"), dated
__________, 1996 by and between the Company and American Securities Transfer &
Trust, Inc., the Warrant Agent. The Warrant Agreement provides, among other
things, for adjustments to the Purchase Price and the number of shares of Common
Stock which may be purchased upon exercise of the Warrants under certain
circumstances.
This Warrant Certificate with or without other Warrant Certificates, upon
surrender to the Warrant Agent or any successor
Warrant Agent, or in the absence of a Warrant Agent, the Company, may be
exchanged for another Warrant Certificate or Warrant Certificates evidencing a
like aggregate number of Warrants. If this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon surrender
hereof another Warrant Certificate or Warrant Certificates evidencing the number
of Warrants not exercised.
The Company shall not be required to issue fractions of Warrants upon the
reissue of Warrants, any adjustments as described above or otherwise; but the
Company in lieu of issuing any such fractional interest, shall round up or down
to the nearest full Warrant. If the total Warrants surrendered for exercise
would otherwise result in the issuance of a fractional share, in lieu thereof,
the aggregate number of shares issuable will be rounded up or down to the
nearest full share.
Notwithstanding anything herein or in the Warrant Agreement to the
contrary, the Warrants shall not be exercisable with respect to the purchase of
any securities (a) unless a registration statement under the Securities Act of
1933, as amended, with respect to such securities is then current and effective
or an exemption from the registration provisions thereof is available and (b) by
any person residing or domiciled in any state or other jurisdiction where
registration or qualification of such securities is required in the absence of
such registration.
The Warrants shall be redeemable by the Company (a) at any time until 3:00
P.M., Denver, Colorado time on _____, 1998, at a price of $.55 per Warrant, and
(b) at any time during the period commencing after 3:00 P.M., Denver, Colorado
time, on ______, 1998, and ending at 3:00 P.M., Denver, Colorado time, on
_______, 1999, at a price of $.75 per Warrant provided that shares of the Common
Stock have traded above 140% of the then Purchase Price, as determined pursuant
to the provisions of the Warrant Agreement, for at least twenty consecutive
trading days ending within ten days prior to the date the notice of redemption
is given by the Company.
No holder of the Warrants, as such, shall have any rights of a stockholder
of the Company, either at law or in equity, and the rights of any such holder,
as such, are limited as expressly provided in the Warrant Agreement or in the
Warrant Certificates. The Company and the Warrant Agent may treat the registered
holder in respect of any Warrant Certificate as the absolute owner thereof for
all purposes notwithstanding any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Florida, without regard to the principles of
conflicts of laws.
This Warrant Certificate is not valid unless countersigned by
the Warrant Agent.
WITNESS the facsimile signatures of the officers of the Company and its
corporate seal.
OCUREST LABORATORIES, INC.
------------------------------- -----------------------------
President Secretary
Dated:
Countersigned:
American Securities Transfer & Trust, Inc.
By ----------------------------------------------
Authorized Officer
PURCHASE FORM
Ocurest Laboratories, Inc.
c/o American Securities Transfer & Trust, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000-0000
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder; ________ shares of Common Stock provided for therein, and requests
that certificates for such shares be issued in the name of:
_______________________________________________________________________________
and, if said number of shares shall not be all of the shares purchasable
thereunder, that a new Warrant Certificate for the balance of the shares
purchasable under the within Warrant Certificate be registered in the name of
the undersigned holder or such holder's assignee, as indicated below, and
delivered to the address stated below.
DATED: ________, 199__
Name of Warrantholder or
Assignee:
_____________________________________
(Please Print)
Address: _____________________________________
_____________________________________
State of Residence: _____________________________________
Signature: _____________________________________
(NOTE: the above signature must
correspond with the name as written
upon the face of this Warrant
Certificate in every particular,
without alteration or enlargement or
any change whatever, unless the
Warrants have been assigned.)
ASSIGNMENT
(To be signed only upon assignment of the Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
___________________________________________________________
(Name and Address of Assignee must be Printed)
___________________________________________________________
Warrants represented by this Warrant Certificate, hereby irrevocably
constituting and appointing __________________, as attorney to transfer said
Warrants on the books and records of the Company, with full power of
substitution in the premises.
Dated: ________, 199__ _______________________________________________
(Signature of Record Holder)
(NOTE: the above signature must
correspond with the name as
written upon the face of this
Warrant Certificate in every
particular, without alteration
or enlargement or any change
whatever.)
Signature Guaranteed:
