EXHIBIT 4.1
Exhibit A to Warrant Agency Agreement
Dated May 1, 2000
NUMBER
W-A________ _______ WARRANTS
VOID AFTER 5:00 P.M., UTAH TIME,
On December 31, 2001
SPECIMEN FORM OF
CERTIFICATE FOR WARRANTS
FOR THE PURCHASE OF COMMON STOCK, $.001 PAR VALUE, OF
RX TECHNOLOGY HOLDINGS, INC.
Incorporated Under The Laws Of The State of Nevada
CUSIP N(0)._________
THIS WARRANT CERTIFICATE CERTIFIES THAT, for value received,
__________________________________ or its registered assigns ("Holder"), is the
registered holder of the number of warrants (Warrants) set forth above, issued
by RX Technology Holdings, Inc.., a Nevada corporation ("Company").
This Warrant Certificate is issued under and subject to all of the
terms, provisions and conditions of the Warrant Agency Agreement, dated as of
May 1, 2000 ("Warrant Agreement"), between the Company and Interwest Transfer
Company, Inc. ("Warrant Agent"), to all of which terms, provisions and
conditions the holder of this Warrant 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 Warrant Certificates. Copies of the Warrant
Agreement are available for inspection at the offices of the Warrant Agent at
1981 East ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or may be obtained
upon written request addressed to the Company at ▇▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
Each Warrant entitles the Holder thereof to purchase from the Company,
subject to the terms and conditions set forth hereinafter and in the Warrant
Agreement, one (1) fully paid and non-assessable share of common stock, $.001
par value, of the Company ("Common Stock") upon presentation and surrender of
this Warrant Certificate with the exercise form hereon duly completed and
executed, at any time prior to 5:00 p.m., Utah time, on December 31, 2001
("Exercise Period"),
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at the stock transfer office of the Warrant Agent or of any successor warrant
agent or, if there be no successor warrant agent, at the corporate offices of
the Company, and upon payment of $6.00 per share of Common Stock ("Purchase
Price") and any applicable taxes paid either in cash, or by certified or
official bank check, payable in lawful money of the United States of America to
the order of the Company. The Holder may exercise all or any whole number of
Warrants evidenced hereby. The Purchase Price and the number of shares of Common
Stock issuable upon exercise of a Warrant are subject to adjustment in certain
events specified in the Warrant Agreement.
The purchase rights represented by this Warrant Certificate shall not
be exercisable with respect to a fraction of a share of Common Stock. As to any
fractions of a share which would otherwise be purchasable on the exercise of a
Warrant, the Company shall pay the cash value thereof determined as provided in
the Warrant Agreement. In case of the purchase of less than all the shares
purchasable under this Warrant Certificate, the Company shall cancel this
Warrant Certificate upon the surrender hereof and shall execute and deliver a
new Warrant Certificate of like tenor for the balance of shares purchasable
hereunder.
This Warrant Certificate shall not entitle the holder hereof to any
voting rights or other rights as a shareholder of the Company, or to any other
rights whatsoever except the rights herein expressed and such as are set forth,
and no dividends shall be payable or shall accrue in respect of the Warrants
represented by this Warrant Certificate except to the extent that such Warrants
shall be exercised.
Upon 30 days' prior written notice, the Company may at any time redeem
all or any portion of the outstanding Warrants for $0.01 per Warrant.
The Warrants are exercisable immediately, provided that a current
prospectus relating to the shares of Common Stock issuable upon exercise hereof
is in effect and that such shares are qualified for sale or deemed to be exempt
from qualification, under applicable state securities laws. All Warrants not
theretofore exercised or redeemed shall expire at 5:00 p.m., Utah time on
December 31, 2001, and any Warrant not exercised by such time shall become void
unless extended by the Company.
This Warrant Certificate, with or without other Certificates, upon
presentation and surrender to the Warrant Agent, any successor warrant agent or,
in the absence of any successor warrant agent, at the corporate offices of the
Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the Warrant
Certificate or Certificates so surrendered, subject to such terms and conditions
set forth in the Warrant Agreement. If the Warrants evidenced by this Warrant
Certificate shall be exercised in part, the holder hereof shall be entitled to
receive upon surrender hereof another Warrant Certificate or Certificates
evidencing the number of Warrants not so exercised.
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
evidenced by this Warrant Certificate until any tax which may be payable in
respect thereof by the Holder pursuant to the Warrant Agreement shall have been
paid.
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This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Except as permitted by the Company, this Warrant Certificate and all
rights hereunder are nontransferable. If and only if permitted by the Company, a
transfer by the registered holder hereof in person or by its duly authorized
attorney, may be made on the books of the Warrant Agent upon surrender of this
Warrant Certificate, properly endorsed, to the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed by its President and has caused a facsimile of its corporate seal to
be imprinted hereon.
May ____, 2000 RX TECHNOLOGY HOLDINGS, INC.
Date of Issuance
By:_________________________________________
▇▇▇▇▇▇ ▇▇▇ Gay, President
COUNTERSIGNED:
(Corporate Seal) Interwest Transfer Company, Inc.
As Warrant Agent
By:____________________________________
AUTHORIZED OFFICER__________________
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