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EXHIBIT 4.1
NUMBER SHARES
[LOGO] CUSIP ____________
SEE REVERSE FOR
CERTAIN DEFINITIONS
ELDORADO ARTESIAN SPRINGS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
$.001 PAR VALUE SERIES A PREFERRED STOCK
THIS CERTIFIES THAT ***************SPECIMEN*****************is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A PREFERRED
STOCK $.001 PAR VALUE OF
ELDORADO ARTESIAN SPRINGS, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon the surrender of this Certificate properly
endorsed.
This Certificate is not valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
/s/ Douglas A. Larson [Corporate Seal] /s/ Kevin M. Sipple
Secretary President
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
1675 Broadway, Suite 1480
Denver, Colorado 80202
By
-----------------------------
Transfer Agent and Registrar
Authorized Signature
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[BACK OF CERTIFICATE]
ELDORADO ARTESIAN SPRINGS, INC.
TRANSFER FEE: $6.00 PER NEW CERTIFICATE
The Corporation shall furnish, without charge, to each shareholder who
requests, a full statement of the powers, designations, preferences, limitations
and relative rights of the shares of each class of stock or series thereof and
the variations in the relative rights and preferences between the shares of each
series, and the qualifications, limitations or restrictions of such preferences
or such rights and the authority of the board of directors to fix and determine
the relative rights and preferences of subsequent series.
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The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM--as tenants in common UNIF GIFT MIN ACT--__________ Custodian _________
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _________________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
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For Value Received, _______________________________________ hereby
sell, assign and transfer unto _________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
________________________________________ Attorney to transfer the said stock on
the books of the within named Corporation with full power of substitution in
the premises.
Dated X
-------------------------- ---------------------------------------------
---------------------------------------------
SIGNATURE MUST BE GUARANTEED BY NOTICE: The signature of this assignment must
A COMMERCIAL BANK OR TRUST correspond with the name as written upon the
COMPANY OR MEMBER FIRM OF ONE face of the certificate in every particular,
OF THE FOLLOWING STOCK EXCHANGES: without alteration or enlargement or any
NEW YORK STOCK EXCHANGE, PACIFIC change whatever.
STOCK EXCHANGE, AMERICAN STOCK
EXCHANGE, MIDWEST STOCK EXCHANGE.
2
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[FORM OF FACE OF CLASS A WARRANT CERTIFICATE]
No. WC- Class A Warrants
----------------------
VOID AFTER ,
---------- ----------
WARRANT CERTIFICATE FOR PURCHASE OF
COMMON STOCK
ELDORADO ARTESIAN SPRINGS, INC.
CUSIP
THIS CERTIFIES THAT, FOR VALUE RECEIVED or registered assigns (the "Registered
Holder") is the owner of the number of Class A Warrants (the "Warrants")
specified above. Each Warrant initially entitles the Registered Holder to
purchase, subject to the terms and conditions set forth in this Certificate and
the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable
share of Common Stock, $.001 par value, of Eldorado Artesian Springs, Inc., a
Colorado corporation (the "Company"), at any time after ___________, 2000 (the
"Initial Warrant Exercise Date"), and prior to the Expiration Date (as
hereinafter defined) upon the presentation and surrender of this Warrant
Certificate with the Subscription Form on the reverse hereof duly executed, at
the corporate office of Corporate Stock Transfer, Inc., as Warrant Agent, or its
successor (the "Warrant Agent"), accompanied by payment of $6.00, subject to
adjustment (the "Purchase Price"), 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 represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated ________, 2000,
by and between the Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares will be issued. In the case of the
exercise of less than all the Warrants represented hereby, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrant Certificates of like tenor, which
the Warrant Agent shall countersign, for the balance of such Warrants.
The term "Expiration Date" shall mean 5:00 p.m. (Denver time) on the
date which is _________ (__) years after the Initial Warrant Exercise Date. If
each such date shall in the State of Colorado be a holiday or a day on which the
banks are authorized to close, then the Expiration Date shall mean 5:00 p.m.
(Denver time) the next following day which in the State of Colorado is not a
holiday or a day on which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933 as amended (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. The Company has covenanted
and agreed that it will file a registration statement under the Federal
securities laws, use its best efforts to cause the same to become effective, to
keep such registration statement current, if required under the Act, while any
of the Warrants are outstanding, and deliver a prospectus which complies with
Section 10(a)(3) of the Act to the Registered Holder exercising this Warrant.
This Warrant shall not be exercisable by a Registered Holder in any state where
such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
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Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary, except as provided in the
Warrant Agreement.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Colorado without giving effect to
conflicts of laws.
This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated: ELDORADO ARTESIAN SPRINGS, INC.
[SEAL] By:
Name:
Title:
By:
Name:
Title:
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.,
as Warrant Agent
By:
Authorized Officer
4
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SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrant
The undersigned Registered Holder hereby irrevocably elects to exercise
__________ Warrants represented by this Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in name of
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
-------------------------
-------------------------
-------------------------
-------------------------
(please print or type name and address)
and be delivered to
-------------------------
-------------------------
-------------------------
-------------------------
(please print or type name and address)
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
Dated: X
-
Address
Social Security or Taxpayer
Identification Number
Signature Guaranteed
5
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ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, ______________________, hereby sells, assigns and
transfers
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
-------------------------
-------------------------
-------------------------
-------------------------
(please print or type name and address)
of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints ___________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.
Dated: X
-
Signature Guaranteed
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
CONTINENTAL STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE,
MIDWEST STOCK EXCHANGE OR BOSTON STOCK EXCHANGE.
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