EXHIBIT 10.1 - Warrant Agreeement between Mid-Continental Securities Corp. and
Clamshell Enterprises, Inc.
WARRANT TO PURCHASE
COMMON STOCK
OF
CLAMSHELL ENTERPRISES, INC.
This is to certify that Mid-Continental Securities Corp. (the "Holder") is
entitled subject to the terms and conditions hereinafter set forth, to purchase
500,000 shares of Common Stock, par value $0.00 per share (the "Common Shares")
of Clamshell Enterprises, Inc., a Nevada corporation (the "Company"), from the
Company at the price per share and on the terms set forth herein and to receive
a certificate for the Common Shares so purchased on presentation and surrender
to the Company with the subscription form attached, duly executed and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check or other check payable to the order
of the Company.
The purchase rights represented by this Warrant are exercisable commencing
the date hereof through and including December 31, 2005 at a price per Common
Share of $1.50.
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole at any time, or in part from time
to time, within the period specified; provided, however, that such purchase
rights shall not be exercisable with respect to a fraction of a Common Share. In
case of the purchase of less than all the Common Shares purchasable under this
Warrant, the Company shall cancel this Warrant on surrender hereof and shall
executed and deliver a new Warrant of like tenor and date for the balance of the
shares purchasable hereunder.
The Company agrees at all times to utilize its best efforts to reserve or
hold available a sufficient number of Common Shares to cover the number of
shares issuable on exercise of this and all other Warrants of like tenor then
outstanding.
This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the Common Shares purchasable hereunder until or unless,
and except to the extent that, this Warrant shall be exercised.
In the event that the outstanding Common Shares hereafter are changed into
or exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
1. The aggregate number, price and kind of Common Shares subject to this
Warrant shall be adjusted appropriately.
2. Rights under this Warrant, both as to the number of subject Common
Shares and the Warrant exercise price, shall be adjusted appropriately;
and
3. In the event of dissolution or liquidation of the Company or any merger
or combination in which the Company is not a surviving corporation,
this Warrant shall terminate, but the registered owner of this Warrant
shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise this Warrant in whole
or in part to the extent that it shall not have been exercised.
The foregoing adjustments and the manner of application of the foregoing
provisions may provide for the elimination of fractional share interests.
The Warrant and all rights hereunder are transferable subject to the terms and
conditions set forth herein.
The Company shall not be required to issued or deliver any certificate for
Common Shares purchased on exercise of this Warrant or any portion thereof prior
to fulfillment of all the following conditions.
(a) The completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other government regulatory body which
is necessary;
(b) The obtaining of any approval or other clearance from any federal
or state government agency which is necessary;
(c) The obtaining from the registered owner of the Warrant a
representation in writing that the owner is acquiring such Common Shares for the
owner's own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof, if the Warrants and the
related shares have not been registered under the Act; and
(d) The placing on the certificate of an appropriate legend and the
issuance of stop transfer instructions in connection therewith if this Warrant
and the related shares have not been registered under the Act to the following
effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE AND HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND
PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID
SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION.
FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE
WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO
THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE TRANSFERS OF
THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
the signature of its duly authorized officer.
Clamshell Enterprises, Inc.
BY: /S/ XXXXXX XXXXX
Xxxxxx Xxxxx, President
Dated: January 5, 2003
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the rights to purchase
Common Shares evidenced by the within Warrant.)
Clamshell Enterprises, Inc.
0000 X. Xxxxxxx Xxx., Xxxxx 000
Xxxx Xxxxx, XX 00000
The undersigned hereby irrevocably subscribes for ________________ Common
Shares pursuant to and in accordance with the terms and conditions of this
Warrant, and herewith makes payment of $ __________ therefor, and requests that
a certificate for such Common shares be issued in the name of the undersigned
and be delivered to the undersigned at the address stated below, and if such
number of shares shall not be all of the shares purchasable hereunder, that a
new Warrant of like tenor for the balance of the remaining Common Shares
purchasable hereunder shall be delivered to the undersigned at the address
stated below:
Dated: _________________________________
Signed: ________________________________
Print Name: ____________________________
Address: _____________________________
_____________________________
_____________________________
WARRANT EXERCISE FORM
The undersigned irrevocably elects to exercise the within Warrant to the
extent of purchasing _________________ shares of Common Stock of Clamshell
Enterprises, Inc., a Nevada corporation, and hereby makes payment of $__________
in payment therefor.
Signature: ____________________________
Signature, if jointly held: __________________________________
Date: ________________________________
INSTRUCTIONS FOR ISSUANCE OF STOCK
(if other than to the registered holder of the within Warrant)
Name: ____________________________________
Address: ________________________________________________________________
Social Security or Taxpayer Identification Number: _____________________________
Telephone # __________________________ Fax# ____________________
ASSIGNMENT FORM
1. The aggregate number, price and kind of Common Shares subject
to this Warrant shall be adjusted appropriately;
2. Rights under this Warrant, both as to the number of subject
Common Shares and the Warrant exercise price, shall be
adjusted appropriately; and
3. In the event of dissolution or liquidation of the Company or
any merger or combination in which the Company is not a
surviving corporation, this Warrant shall terminate, but the
registered owner of this Warrant shall have the right,
immediately prior to such dissolution, liquidation, merger or
combination, to exercise this Warrant in whole or in part to
the extent that it shall not have been exercised.
The foregoing adjustments and the manner of application of the foregoing
provisions may provide for the elimination of fractional share interests.
The Warrant and all rights hereunder are transferable subject to the terms
and conditions.
The Company shall not be required to issue or deliver any certificate for
Common Shares purchased on exercise of this Warrant or any portion thereof prior
to fulfillment of all of the following conditions:
(1) The completion of any registration or qualification of such
shares under any federal or state law under the rulings or
regulations of the Securities and Exchange Commission or any
other government regulatory agency which is necessary;
(2) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;
(3) The obtaining from the registered owner of the Warrant a
representation in writing that the owner is acquiring such
common shares for the owner's own account for investment and
not with a view to, or for sale in connection with, the
distribution of any part thereof, if the Warrants and the
related shares have not been registered under the Act; and
(4) The placing on the certificate of an appropriate legend and
the issuance of stop transfer instructions in connection
therewith if this Warrant and the related shares have not been
registered under the Act to the following effect.
