Exhibit No. 2
Form 10-QSB
Century Controls International, Inc.
SEC File No. 0-30313
CENTURY CONTROLS INTERNATIONAL, INC.
3140 NEIL ARMSTRONG BLVD, SUITE 226
EAGAN, MN 55121
CERTIFICATE OF WARRANT SHARES
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF
1993 (THE "ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE SATISFACTION OF
THE COMPANY.
WARRANT TO PURCHASE
. 400,000 .
(Number)
SHARES OF COMMON STOCK
VOID AFTER 3:30 P.M., MINNEAPOLIS TIME, ON A DATE FOUR YEARS FROM
. 7-1-00 .
(Date)
1. This certifies that, for value received, Michael
Baghdoian . is entitled to purchase, subject to the terms
and conditions hereof, from CENTURY CONTROLS INTERNATIONAL, INC.
("Company") at any time from four years from July 1, 2000,
400,000 shares at a price of $.25 per share. The number of
shares of Common Stock to be received upon exercise of this
Warrant and the price to be paid for a share of Common Stock may
be adjusted from time to time as hereinafter set forth. The
shares of Common Stock deliverable upon exercise of this Warrant
are hereinafter sometimes referred to as "Warrant Shares".
2. This Warrant may be exercised in whole or in part by
written notice delivered to the Company stating the number of
shares of Common Stock with respect to which the Warrant is being
exercised, together with cash or check in the amount of the
purchase price for such shares. The Company shall deliver to
such exercise promptly upon receipt of the items described in
this Paragraph 2.
3. The Company agrees that there shall be reserved such
number of shares of Common Stock as shall be required for
issuance and/or delivery upon exercise of this Warrant.
4. The Holder shall have no rights as a shareholder of the
Company with respect to Warrant Shares unless
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and until the date of issuance of a share certificate or
certificates with respect thereto.
5. The number of Warrant Shares and the purchase price per
share shall be proportionately adjusted for any increase or
decrease in the number issued and outstanding shares of Common
Stock of the Company resulting from a merger, consolidation,
reorganization, stock split or stock dividend, or any other
issuance of shares effected without receipt of consideration
thereof by the company equal to the exercise price under the
Warrant in effect immediately prior to such transaction.
If the Company shall be the surviving entity in any merger or
consolidation, the Warrant (to the extent that is still
outstanding) shall pertain to and apply to the securities to
which a holder of the same number of share of Common Stock that
are subject to the Warrant would have been entitled. A
dissolution or liquidation of the Company or merger or
consolidation in which the Company is not the surviving entity
shall cause this Warranty to terminate, unless the agreement or
merger or consideration shall otherwise provide, provided in such
event the Holder shall have the right immediately prior to such
dissolution or liquidation, or merger or consolidation in which
the Company is not the surviving entity, to exercise the Warrant
in whole or in part.
6. (a) This Warrant or the Warrant Shares or any other
security issued or issuable upon exercise of the Warrant may not
be offered or sold except in conformity with the Securities Act
of 1933, as amended, and then only against receipt of an
agreement of such person to whom such offer sale is made to
comply with the provisions of this Paragraph 6 with respect to
any resale or any other disposition of such securities.
(b) The Company may cause the following legend to be
set forth on each warrant and certificate representing Warrant
Shares or any other security issued or issuable upon exercise of
the Warrant not theretofore distributed to the public or sold to
underwriters for distribution to the public, unless counsel for
the Company is of the opinion as to any such certificate that
such legend is unnecessary:
"The securities represented by this
certificate may not be offered for sale,
sold or otherwise be transferred except
pursuant to an effective Registration
Statement made under the Securities Act
of 1933 (the "Act"), or pursuant to an
exemption from registration under the
Act, the availability of which is to be
established to the satisfaction of the
Company".
7. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Utah.
CENTURY CONTROLS INTERNATIONAL, INC.
By: /s/ Leo Christiansen
CEO/President
Date: October 15, 2000
Attest: /s/ Lisa Altendorfer
Secretary: /s/ James W. Sampair
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