No. PW _________ 30,000 Warrants
VOID AFTER March 31, 2003
WARRANT CERTIFICATE FOR PURCHASE OF
MIRENCO, INC.
SHARES OF COMMON STOCK
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
UNTIL (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE ACT)
SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (2) RECEIPT BY THE ISSUER OF
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES
LAWS.
This certifies that FOR VALUE RECEIVED, Carl N. Duncan or registered
assigns (the "Registered Holder") is the owner of the number of Warrants
("Warrants") specified above. Each Warrant initially entitles the Registered
Holder to purchase, subject to the terms and conditions set forth in this
Certificate, one fully paid and nonassessable Share of Common Stock (the
"Shares") for each Warrant of Mirenco, Inc., an Iowa corporation (the "Company")
at any time commencing March 31, 2000 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 the Company as the initial Warrant Agent, or its
successor, accompanied by payment of an amount equal to $0.01 for each Share
(the "Purchase Price") in lawful money of the United States of America in cash
or by official bank or certified check made payable to Mirenco, Inc.
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 new Warrant Certificate(s) 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. Eastern Standard Time ("EST")
on March 31, 2003. If such date shall in the State of Iowa be a holiday or a day
on which the banks are authorized to close, then the Expiration Date shall mean
5:00 P.M. EST the next following day which in the State of Iowa is not a holiday
or a day on which banks are authorized to close. The Company may, at its
election, extend the Expiration Date.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for new Warrant
Certificate(s) of like tenor representing an equal aggregate number of Warrants,
each of such new Warrant Certificate(s) to represent such number of Warrants as
shall be designated by such Registered Holder at the time of such surrender.
Upon due presentment with any tax or other governmental charge imposed in
connection therewith, for registration of transfer of this Warrant Certificate
at such office, new Warrant Certificate(s) representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefor.
Prior to the exercise of any Warrant represented hereby, unless a
Shareholder of the underlying Shares independent of this Warrant, the Registered
Holder shall not be entitled to any of the 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.
Prior to due presentment for registration of transfer hereof, the Company
may deem and treat for all purposes 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) and shall not be affected by any notice to the contrary.
<PAGE>
This Warrant will automatically convert into a like number of new warrants
under certain circumstances in the event the Company completes an initial public
offering of its securities having the terms and conditions specified in this
Warrant Certificate.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Iowa.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed on March 31, 2000, manually or in facsimile by two of the
Company's officers thereunto duly authorized and a facsimile of its corporate
seal to be imprinted hereon.
MIRENCO, INC.
By: /s/ Dwayne Fosseen [Corporate Seal]
----------------------
Dwayne Fosseen, President
<PAGE>
SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
Warrants represented by this Warrant Certificate and purchase the securities
issuable upon the exercise of such Warrants, and requests that certificates for
such securities shall be issued in the name of (and be delivered to):
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(if applicable)
--------------------------------
--------------------------------
--------------------------------
--------------------------------
[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.
The undersigned represents that the exercise of the within Warrant was
not solicited by a member of the National Association of Securities Dealers,
Inc. (the "NASD").
Dated: ________________________________
By: ________________________________
Signature Guaranteed
--------------------------------
THE SIGNATURE TO THIS 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 AMERICAN, NEW YORK,
PACIFIC OR MIDWEST STOCK EXCHANGES.
<PAGE>
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, _________________________________________________ hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(if applicable)
--------------------------------
--------------------------------
--------------------------------
--------------------------------
[Please print or type name and address]
_______________________ of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints
______________________________________________ his lawful Attorney-in-Fact to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.
Dated: ________________________________
--------------------------------
By:
Signature Guaranteed
--------------------------------
THE SIGNATURE TO THIS ASSIGNMENT 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 AMERICAN, NEW YORK,
PACIFIC OR MIDWEST STOCK EXCHANGES.
