1
Exhibit 3(d)
REDEEMABLE COMMON STOCK PURCHSE WARRANT CLASS A
NUMBER WARRANTS
BALLYHOO CAPITAL VENTURES, INC.
THIS IS TO CERTIFY THAT , for value received and subject to the terms and
conditions herin and set forth by and between BALLYHOO CAPITAL VENTURES Inc. a
Nevada corporation ("the Company") and
Or registered assigns ( "the Warrant Holder"), is entitled to purchase to this
warrant, at anytime on or after December 10, 1999 and before December 10, 2002
at a price of $0.50 ( the "Purchase Price") one fully paid and non-assessable
share of common stock (the " Company Stock"), of BALLYHOO CAPITAL VENTURES,
Inc., ( the "Company") for every one warrant represented by this certificate
upon presentation and surrender of this certificate together with the payment of
the Purchase Price for the shares of Warrant Stock to be purchased, provided,
however that upon the occurrence of any of the events specified in the Warrant
Agreement, the right granted herein shall be adjusted as specified herein. The
shares of Common Stock purchasable upon the exercise of this warrant are herein
called shares of "Warrant Stock". Notwithstanding anything contained herein to
the contrary, this warrant may not be exercised unless a Registration Statement
covering the Warrant Stock is in effect with the Securities and Exchange
Commission and any applicable states securities commission.
1. Term of Warrant. Subject to the foregoing this warrant may be exercised at
any time, commencing on December 10, 1999 and before December 10, 2002, or
earlier if so terminated by the Company under paragraph 2; provided,
however, that the Company may extend the exercise period of his warrant by
giving thirty days written notice of such extension.
2. Redemption of Warrants. Beginning December 10, 1999 the Company, upon
30-days written notice to all Warrant Holders, may redeem the warrants
represented by this certificate at a price of $0.01 per warrant; provided,
however that at the time the Company gives such notice of redemption. All
Warrants called for redemption and not exercised with in the 30-day period
will expire and the Registered Owner will only be entitled to the
redemption price.
3. Adjustment for Merger, Consolidation, etc. As set forth in the Warrant
Agreement, if there is ant change in the Common Stock of the Company
through merger, consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure of the Company,
appropriate adjustments will be made so that the Warrant Holder has the
right thereafter to receive, upon the exercise of the Warrant, the kinds
and amount of shares of stock or other securities or property to which the
Warrant Holder would have been entitled if, immediately prior to such
merger, consolidation, reclassification, reorganization, recapitalization,
or other change in the capital structure, the Warrant Holder had held the
number of shares of common stock that were then purchasable upon the
exercise of this Warrant. The Warrant Agreement also provides for
adjustment in the event the Company issues its Common Stock, options or
convertible securities at a price less than the Exercise price; or
distributes securities or assets ( other than Common Stock or cash
dividends) to holders of the Companies Common Stock.
4. Reservation of Common Stock. The Company agrees that the number of shares
of Common Stock sufficient to provide for the exercise of the Warrant upon
the basis herein set forth will at all times during the term of this
Warrant will be reserved for the exercised thereof.
5. Manner of Exercise. Exercise may be made of all or any part of the Warrant
by surrendering it, with purchase form provided herein duly exercised by
the Warrant Holder or the Warrant Holders authorized Attorney, plus
payment of the Purchase Price in cash at the office of the Company or the
Companies transfer agent.
6. Issuance of Common Stock upon Exercise. The Company, at its expense, shall
case to be issued, within ten days of the exercise of the Warrant, a
certificate or certificates in the name requested by the Warrant Holder of
the number of shares of Common Stock (or other securities or property or
combination thereof) to which the Warrant Holder is entitled upon such
exercise. All shares of Common Stock or other Securities delivered upon
the exercise of the Warrant shall be validly issued, fully paid and
non-assessable. Irrespective of the date of issuance and delivery of a
certificate or certificates for any shares of Common Stock or other
securities or property or combination thereof issuable upon the exercise
of this Warrant, each person (including a corporation) in whose name any
such certificate or certificates is to be issued will for all purposes be
deemed to have become the shareholder of record of the Common Stock, the
securities and/or property represented thereby on the date on which there
has been delivered to the Company a duly executed notice of exercise of
this Warrant and payment for the number of shares of Warrant Stock as to
which this Warrant is exercised. No fractional shares will be issuable
upon the exercise of this Warrant.
7. No rights as Stockholder. The Warrant Holder is not, by virtue if
ownership of the Warrant, entitled to any writes whatsoever of a
stockholder of the Company.
8. No Dilution or Impairment. The Company will by amendment of its
certificate of incorporation or through reorganization, consolidation,
merger, dissolution, sale of assets, or any other voluntary action avoid
or seek to avoid the observance or performance of any the terms of this
Warrant, but will in all times in good faith take all such action as may
be necessary or appropriate in order to protect the rights of the Warrant
Holder against dilution or other impairment.
9. Assignment. This Warrant is freely asignable by the Warrant Holder hereof.
EXCECUTED on this day of December 10, 1999
SECRETARY PRESIDENT
2
REDEEMABLE COMMON STOCK PURCHSE WARRANT CLASS B
NUMBER WARRANTS
BALLYHOO CAPITAL VENTURES, INC.
THIS IS TO CERTIFY THAT , for value received and subject to the terms and
conditions herin and set forth by and between BALLYHOO CAPITAL VENTURES Inc. a
Nevada corporation ("the Company") and
Or registered assigns ( "the Warrant Holder"), is entitled to purchase to this
warrant, at anytime on or after December 10, 1999 and before December 10, 2002
at a price of $0.75 ( the "Purchase Price") one fully paid and non-assessable
share of common stock (the " Company Stock"), of BALLYHOO CAPITAL VENTURES,
Inc., ( the "Company") for every one warrant represented by this certificate
upon presentation and surrender of this certificate together with the payment of
the Purchase Price for the shares of Warrant Stock to be purchased, provided,
however that upon the occurrence of any of the events specified in the Warrant
Agreement, the right granted herein shall be adjusted as specified herein. The
shares of Common Stock purchasable upon the exercise of this warrant are herein
called shares of "Warrant Stock". Notwithstanding anything contained herein to
the contrary, this warrant may not be exercised unless a Registration Statement
covering the Warrant Stock is in effect with the Securities and Exchange
Commission and any applicable states securities commission.
1. Term of Warrant. Subject to the foregoing this warrant may be exercised at
any time, commencing on December 10, 1999 and before December 10, 2002, or
earlier if so terminated by the Company under paragraph 2; provided,
however, that the Company may extend the exercise period of his warrant by
giving thirty days written notice of such extension.
2. Redemption of Warrants. Beginning December 10, 1999 the Company, upon
30-days written notice to all Warrant Holders, may redeem the warrants
represented by this certificate at a price of $0.01 per warrant; provided,
however that at the time the Company gives such notice of redemption. All
Warrants called for redemption and not exercised with in the 30-day period
will expire and the Registered Owner will only be entitled to the
redemption price.
3. Adjustment for Merger, Consolidation, etc. As set forth in the Warrant
Agreement, if there is ant change in the Common Stock of the Company
through merger, consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure of the Company,
appropriate adjustments will be made so that the Warrant Holder has the
right thereafter to receive, upon the exercise of the Warrant, the kinds
and amount of shares of stock or other securities or property to which the
Warrant Holder would have been entitled if, immediately prior to such
merger, consolidation, reclassification, reorganization, recapitalization,
or other change in the capital structure, the Warrant Holder had held the
number of shares of common stock that were then purchasable upon the
exercise of this Warrant. The Warrant Agreement also provides for
adjustment in the event the Company issues its Common Stock, options or
convertible securities at a price less than the Exercise price; or
distributes securities or assets ( other than Common Stock or cash
dividends) to holders of the Companies Common Stock.
4. Reservation of Common Stock. The Company agrees that the number of shares
of Common Stock sufficient to provide for the exercise of the Warrant upon
the basis herein set forth will at all times during the term of this
Warrant will be reserved for the exercised thereof.
5. Manner of Exercise. Exercise may be made of all or any part of the Warrant
by surrendering it, with purchase form provided herein duly exercised by
the Warrant Holder or the Warrant Holders authorized Attorney, plus
payment of the Purchase Price in cash at the office of the Company or the
Companies transfer agent.
6. Issuance of Common Stock upon Exercise. The Company, at its expense, shall
case to be issued, within ten days of the exercise of the Warrant, a
certificate or certificates in the name requested by the Warrant Holder of
the number of shares of Common Stock (or other securities or property or
combination thereof) to which the Warrant Holder is entitled upon such
exercise. All shares of Common Stock or other Securities delivered upon
the exercise of the Warrant shall be validly issued, fully paid and
non-assessable. Irrespective of the date of issuance and delivery of a
certificate or certificates for any shares of Common Stock or other
securities or property or combination thereof issuable upon the exercise
of this Warrant, each person (including a corporation) in whose name any
such certificate or certificates is to be issued will for all purposes be
deemed to have become the shareholder of record of the Common Stock, the
securities and/or property represented thereby on the date on which there
has been delivered to the Company a duly executed notice of exercise of
this Warrant and payment for the number of shares of Warrant Stock as to
which this Warrant is exercised. No fractional shares will be issuable
upon the exercise of this Warrant.
7. No rights as Stockholder. The Warrant Holder is not, by virtue if
ownership of the Warrant, entitled to any writes whatsoever of a
stockholder of the Company.
8. No Dilution or Impairment. The Company will by amendment of its
certificate of incorporation or through reorganization, consolidation,
merger, dissolution, sale of assets, or any other voluntary action avoid
or seek to avoid the observance or performance of any the terms of this
Warrant, but will in all times in good faith take all such action as may
be necessary or appropriate in order to protect the rights of the Warrant
Holder against dilution or other impairment.
9. Assignment. This Warrant is freely asignable by the Warrant Holder hereof.
EXCECUTED on this day of December 10, 1999
SECRETARY PRESIDENT
3
REDEEMABLE COMMON STOCK PURCHSE WARRANT CLASS C
NUMBER WARRANTS
BALLYHOO CAPITAL VENTURES, INC.
THIS IS TO CERTIFY THAT , for value received and subject to the terms and
conditions herin and set forth by and between BALLYHOO CAPITAL VENTURES Inc. a
Nevada corporation ("the Company") and
Or registered assigns ( "the Warrant Holder"), is entitled to purchase to this
warrant, at anytime on or after December 10, 1999 and before December 10, 2004
at a price of $4.00 ( the "Purchase Price") one fully paid and non-assessable
share of common stock (the " Company Stock"), of BALLYHOO CAPITAL VENTURES,
Inc., ( the "Company") for every one warrant represented by this certificate
upon presentation and surrender of this certificate together with the payment of
the Purchase Price for the shares of Warrant Stock to be purchased, provided,
however that upon the occurrence of any of the events specified in the Warrant
Agreement, the right granted herein shall be adjusted as specified herein. The
shares of Common Stock purchasable upon the exercise of this warrant are herein
called shares of "Warrant Stock". Notwithstanding anything contained herein to
the contrary, this warrant may not be exercised unless a Registration Statement
covering the Warrant Stock is in effect with the Securities and Exchange
Commission and any applicable states securities commission.
1. Term of Warrant. Subject to the foregoing this warrant may be exercised at
any time, commencing on December 10, 1999 and before December 10, 2004, or
earlier if so terminated by the Company under paragraph 2; provided,
however, that the Company may extend the exercise period of his warrant by
giving thirty days written notice of such extension.
2. Redemption of Warrants. Beginning December 10, 1999 the Company, upon
30-days written notice to all Warrant Holders, may redeem the warrants
represented by this certificate at a price of $0.01 per warrant; provided,
however that at the time the Company gives such notice of redemption. All
Warrants called for redemption and not exercised with in the 30-day period
will expire and the Registered Owner will only be entitled to the
redemption price.
3. Adjustment for Merger, Consolidation, etc. As set forth in the Warrant
Agreement, if there is ant change in the Common Stock of the Company
through merger, consolidation, reclassification, reorganization,
recapitalization, or other change in the capital structure of the Company,
appropriate adjustments will be made so that the Warrant Holder has the
right thereafter to receive, upon the exercise of the Warrant, the kinds
and amount of shares of stock or other securities or property to which the
Warrant Holder would have been entitled if, immediately prior to such
merger, consolidation, reclassification, reorganization, recapitalization,
or other change in the capital structure, the Warrant Holder had held the
number of shares of common stock that were then purchasable upon the
exercise of this Warrant. The Warrant Agreement also provides for
adjustment in the event the Company issues its Common Stock, options or
convertible securities at a price less than the Exercise price; or
distributes securities or assets ( other than Common Stock or cash
dividends) to holders of the Companies Common Stock.
4. Reservation of Common Stock. The Company agrees that the number of shares
of Common Stock sufficient to provide for the exercise of the Warrant upon
the basis herein set forth will at all times during the term of this
Warrant will be reserved for the exercised thereof.
5. Manner of Exercise. Exercise may be made of all or any part of the Warrant
by surrendering it, with purchase form provided herein duly exercised by
the Warrant Holder or the Warrant Holders authorized Attorney, plus
payment of the Purchase Price in cash at the office of the Company or the
Companies transfer agent.
6. Issuance of Common Stock upon Exercise. The Company, at its expense, shall
case to be issued, within ten days of the exercise of the Warrant, a
certificate or certificates in the name requested by the Warrant Holder of
the number of shares of Common Stock (or other securities or property or
combination thereof) to which the Warrant Holder is entitled upon such
exercise. All shares of Common Stock or other Securities delivered upon
the exercise of the Warrant shall be validly issued, fully paid and
non-assessable. Irrespective of the date of issuance and delivery of a
certificate or certificates for any shares of Common Stock or other
securities or property or combination thereof issuable upon the exercise
of this Warrant, each person (including a corporation) in whose name any
such certificate or certificates is to be issued will for all purposes be
deemed to have become the shareholder of record of the Common Stock, the
securities and/or property represented thereby on the date on which there
has been delivered to the Company a duly executed notice of exercise of
this Warrant and payment for the number of shares of Warrant Stock as to
which this Warrant is exercised. No fractional shares will be issuable
upon the exercise of this Warrant.
7. No rights as Stockholder. The Warrant Holder is not, by virtue if
ownership of the Warrant, entitled to any writes whatsoever of a
stockholder of the Company.
8. No Dilution or Impairment. The Company will by amendment of its
certificate of incorporation or through reorganization, consolidation,
merger, dissolution, sale of assets, or any other voluntary action avoid
or seek to avoid the observance or performance of any the terms of this
Warrant, but will in all times in good faith take all such action as may
be necessary or appropriate in order to protect the rights of the Warrant
Holder against dilution or other impairment.
9. Assignment. This Warrant is freely asignable by the Warrant Holder hereof.
EXCECUTED on this day of December 10, 1999
SECRETARY PRESIDENT