DEERBROOK PUBLISHING GROUP, INC.
NO. W WARRANTS
8 100,000
Incorporated Under the Laws of the State of Nevada
CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS
THIS CERTIFIES THAT FOR VALUE RECEIVED
GENE BOWLDS
Or registered assigns ("the Warrant Holder"), is the registered owner of the
above indicated number of Common Stock Purchase Warrants (the "Warrants")
expiring January 1, 2005 (the "Expiration Date"). One (1) Warrant entitles the
Warrant Holder to purchase one (1) share of common stock, $0.001 par value
("Share"), from Deerbrook Publishing Group, Inc., a Nevada corporation (the
"Company"), at a purchase price of $01.25 (the "Exercise Price"), commencing on
January 1, 2000, and terminating on the Expiration Date (the "Exercise Period"),
upon surrender of this Warrant Certificate with the exercise form hereon duly
completed and executed with payment of the Exercise Price at the Office of
Holladay Stock Transfer, Inc. (the "Warrant Agent").
The Warrant Holder may exercise all or any number of Warrants. Reference is
hereby made to the provisions on the reverse side of this Warrant Certificate,
all of which are incorporated by reference in and made a part of this Warrant
Certificate and shall for all purposes have the same effect as though fully set
forth at this place.
Upon presentment for transfer of this Warrant Certificate at the office of
the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee in exchange for this Warrant Certificate, upon payment of
$12.00 per Warrant Certificate and any tax or governmental charge imposed in
connection with such transfer.
The Warrant Holder of the Warrants evidenced by this Warrant Certificate
may exercise all or any whole number of such Warrants during the period and in
the manner stated hereon. The Exercise price shall be payable in lawful money of
the United States of America and in cash or by certified or bank cashier's check
or bank draft payable to the order of the Company. If upon exercise of any
Warrants evidenced by this Warrant Certificate the number of Warrants exercised
shall be less than the total number of Warrants so evidenced, there shall be
issued to the Warrant Holder a new Warrant Certificate evidencing the number of
Warrants not so exercised.
Subject to the following paragraph, no Warrant may be exercised after 5:00
p.m. Mountain Time on the Expiration Date and any Warrant not exercised by such
time shall become void, unless extended by the Company.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.
IN WITNESS WHEREOF, The Company has caused this Warrant to be signed by its
President and by its Secretary, each by a facsimile of his/her signature, and
has caused a facsimile of its corporate seal to be imprinted hereon.
Dated: January 3, 2000
DEERBROOK PUBLISHING GROUP, INC.
President Secretary
COUNTERSIGNED:
HOLLADAY STOCK TRANSFER, INC.
2939 N. 67th Place
Scottsdale, Arizona 85251
<PAGE>
DEERBROOK PUBLISHING GROUP, INC.
Holladay Stock Transfer, Inc.
Transfer Fee: $12.00 Per Certificate
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT-______ Custodian for _________
(Cust.) (Minor)
TEN ENT-as tenants by the entireties under Uniform Gifts to
Minors Act of
JT TEN - as joint tenants with right of ____________________________
Survivorship and not as tenants (State)
in common
Additional Abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if He Desires to Assign
Warrants Evidenced by the Within Warrant Certificate)
FOR VALUE RECEIVED _________________________________ hereby sells, assigns
and transfers unto _____________________________ Warrants, evidenced by the
within Warrant Certificate and does hereby irrevocably constitute and appoint
____________________________ Attorney to transfer the said Warrants evidenced by
the within Warrant Certificate on the books of the Company, with full power of
substitution.
Dated: ___________ Signature ___________________________________
Signature Guaranteed: _____________________________________________
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.
FORM OF ELECTION TO PURCHASE
(To be Executed by the Holder if He Desires to Exercise Warrants
Evidenced by the Within Warrant Certificate)
To: DEERBROOK PUBLISHING GROUP, INC.
The undersigned hereby irrevocably elects to exercise _____________________
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder, ______________________ full shares of Common Stock issuable upon
exercise of said Warrants and delivery of $______________ and any applicable
taxes.
The undersigned requests that certificates for such shares be issued in the
name of;
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(Please print name and address)
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFICATION NUMBER ________________________________
If said number of Warrants shall not be all the Warrants evidenced by the within
Warrant Certificate, the undersigned requests that a new Warrant Certificate
evidencing the Warrants not so exercised be issued in the name of and delivered
to:
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Dated: ___________ Signature ___________________________________
Signature Guaranteed: _____________________________________________
NOTICE: The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, of if signed by
any other person the Form of Assignment hereon must be duly executed
and if the certificate representing the shares or any Warrant
Certificate representing Warrants not exercised is to be registered in
the name other than that in which the within Warrant Certificate is
registered, the signature of the holder hereof must be guaranteed.
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15.
