Signatures Guaranteed. The signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-15. Exhibit A EXHIBIT B VOID AFTER 5 P.M. EASTERN TIME ON _______________, 2011 WARRANTS TO PURCHASE COMMON STOCK No. AMGWB-___________ ___________ Class B Warrants CUSIP ________ AMERICAN MOLD GUARD, INC. THIS CERTIFIES THAT or registered assigns, is the registered holder of the number of Class B Warrants ("Class B Warrants") set forth above. Each Class B Warrant, unless and until redeemed by the Company as provided in the Warrant Agreement, hereinafter more fully described (the "Warrant Agreement"), entitles the holder thereof to purchase from American Mold Guard, Inc., a corporation incorporated under the laws of the State of California (the "Company"), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after the date on which the Class B Warrants are first quoted on the Nasdaq Capital Market ("Nasdaq") or begin to trade on the Pacific Exchange and before the close of business on _______________, 2011 ("Expiration Date"), one fully paid and non-assessable share of Common Stock, no par value per share, of the Company ("Common Stock") upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office located at 1745 Gardena Avenue, Second Floor, Glendale, California 91204 of U.S. Stock Xxxxxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxx xx xxx Xxxxxxx ("Xxxxxxx Agent") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Class B Warrant initially entitles the holder to purchase one share of Common Stock for $___. The number and kind of securities or other property for which the Class B Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, reverse splits and the like, to prevent dilution. Beginning on __________, 2006, the Company may redeem any or all outstanding and unexercised warrants by giving not less than 30 days' prior written notice at any time after the Company's gross revenue for any 12-month period, as confirmed by an independent audit, equals or exceeds $20.0 million. The Redemption Price is $0.25 per Warrant (subject to adjustment in the event of a stock split, dividend or the like). All Warrants not theretofore exercised will expire on the Expiration Date. Exhibit B This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of ___________, 2006, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at American Mold Guard, Inc., 30200 Rancho Viejo Road, Suite G, San Juan Capistrano, CA 92675, Attention: Xxxxx Xxxxxxxxx Xxxxxxx. Xxx Xxxxxxx xxxxx xxx xx xxxxxred upon the exercise of the Class B Warrants evidenced by this Warrant Certificate to issue fractions of Class B Warrants, Common Stock or other securities, but shall make adjustment therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities by the Company upon exercise of Class B Warrants may violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the Class B Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of Class B Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may, but is not required to, purchase Class B Warrants submitted for exercise for a cash price equal to the difference between the market price of the securities obtainable upon such exercise and the exercise price of such Class B Warrants. This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Class B Warrants as the Warrant Certificate or Certificates so surrendered. If the Class B Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Class B Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatsoever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, Exhibit B recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Class B Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of the Class B Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:
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Samples: Warrant Agreement (American Mold Guard Inc), Warrant Agreement (American Mold Guard Inc), Warrant Agreement (American Mold Guard Inc)
Signatures Guaranteed. The signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. Exhibit A EXHIBIT B VOID AFTER 5 P.M. EASTERN TIME ON _______________, 2011 WARRANTS TO PURCHASE COMMON STOCK No. AMGWB-___________ ___________ Class B Certificate number Warrants CUSIP ________ AMERICAN MOLD GUARD, INC. THIS CERTIFIES THAT or registered assigns, is the registered holder of the number of Class B Warrants ("Class B WarrantsWARRANTS") set forth above. Each Class B Warrant, unless and until redeemed by Subject to the Company as provided in terms of the Warrant Agreement, hereinafter more fully described (the "Warrant AgreementWARRANT AGREEMENT"), each Warrant entitles the holder thereof to purchase from American Mold GuardIggys House, Inc., a corporation incorporated under the laws of the State of California Delaware (the "CompanyCOMPANY"), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after the date on which the Class B Warrants are first quoted on the Nasdaq Capital Market ("Nasdaq") or begin to trade on the Pacific Exchange , 2007 and before the close of business on _______________, 2011 2010 ("Expiration DateEXPIRATION DATE"), one fully paid and non-assessable share of Common Stock, no par value per share, Stock of the Company ("Common StockCOMMON STOCK") upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office located at 1745 Gardena Avenuein New York, Second FloorNew York, Glendaleof Continental Stock Transfer & Trust Company, California 91204 Warrant Agent of U.S. Stock Xxxxxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxx xx xxx Xxxxxxx the Company ("Xxxxxxx AgentWARRANT AGENT") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Class B Warrant initially entitles the holder to purchase one share of Common Stock for $___9.00. The number and kind of securities or other property for which the Class B Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, reverse splits and the like, to prevent dilution. Beginning on __________, 20062007, the Company may redeem any or all outstanding and unexercised warrants by giving not less than 30 days' prior written notice at any time after the Company's gross revenue for any 12-month period, as confirmed by an independent audit, equals date on which closing price of the Common Stock on the principal exchange or exceeds trading facility on which it is traded has equaled or exceeded $20.0 million12.00 per share on each of ten consecutive trading days. The Redemption Price is one cent ($0.25 0.01) per Warrant (Warrant, subject to adjustment in the event of a any stock split, stock dividend or the like). All Warrants not theretofore exercised will expire on the Expiration Date. Exhibit B This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of ___________, 20062007, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at American Mold GuardIggys House, Inc., 30200 Rancho Viejo RoadOnx Xxxxx Xxxxxx Xx., Suite G1900, San Juan CapistranoChicago, CA 92675IL 60606, Attention: Xxxxx Xxxxxxxxx XxxxxxxChief Financial Officer (until another address is filed in writing by the Company with the Warrant Agent). Xxx Xxxxxxx xxxxx xxx xx xxxxxred The Company shall not be required upon the exercise of the Class B Warrants evidenced by this Warrant Certificate to issue fractions of Class B Warrants, Common Stock or other securities, but shall may make adjustment provision therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities shares of Common Stock by the Company upon exercise of Class B Warrants may violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts (at all times that any shares of Common Stock are listed on any national securities exchange) to cause a registration statement to continue to be effective during the term of the Class B Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of Class B Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may, but is not required to, purchase Class B Warrants submitted for exercise for a cash price equal to the difference between the market price of the securities obtainable upon such exercise and the exercise price of such Class B Warrants. This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Class B Warrants as the Warrant Certificate or Certificates so surrendered. If the Class B Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Class B Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatsoeverwhatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, Exhibit B recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Class B Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of the Class B Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:
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Signatures Guaranteed. The signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-1517Ad-15 under the Securities Exchange Act of 1934. Exhibit A EXHIBIT B VOID AFTER 5 P.M. EASTERN NEW YORK CITY TIME ON _______________, 2011 2010 CLASS B WARRANTS TO PURCHASE COMMON STOCK No. AMGWB-___________ ___________ Class B Certificate number Warrants CUSIP ________ AMERICAN MOLD GUARD, INC. THIS CERTIFIES THAT or registered assigns, is the registered holder of the number of Class B Warrants ("Class B WarrantsWARRANTS") set forth above. Each Class B Warrant, unless and until redeemed by Subject to the Company as provided in terms of the Warrant Agreement, hereinafter more fully described (the "Warrant AgreementWARRANT AGREEMENT"), each Warrant entitles the holder thereof to purchase from American Mold GuardIggys House, Inc., a corporation incorporated under the laws of the State of California Delaware (the "CompanyCOMPANY"), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after the date on which the Class B Warrants are first quoted on the Nasdaq Capital Market ("Nasdaq") or begin to trade on the Pacific Exchange , 2007 and before the close of business on _______________, 2011 2010 ("Expiration DateEXPIRATION DATE"), one fully paid and non-assessable share of Common Stock, no par value per share, Stock of the Company ("Common StockCOMMON STOCK") upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office located at 1745 Gardena Avenuein New York, Second FloorNew York, Glendaleof Continental Stock Transfer & Trust Company, California 91204 Warrant Agent of U.S. Stock Xxxxxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxx xx xxx Xxxxxxx the Company ("Xxxxxxx AgentWARRANT AGENT") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Class B Warrant initially entitles the holder to purchase one share of Common Stock for $___9.00. The number and kind of securities or other property for which the Class B Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, reverse splits and the like, to prevent dilution. Beginning on __________, 20062007, the Company may redeem any or all outstanding and unexercised warrants by giving not less than 30 days' prior written notice at any time after the Company's gross revenue for any 12-month period, as confirmed by an independent audit, equals date on which closing price of the Common Stock on the principal exchange or exceeds trading facility on which it is traded has equaled or exceeded $20.0 million12.00 per share on each of ten consecutive trading days. The Redemption Price is one cent ($0.25 0.01) per Warrant (Warrant, subject to adjustment in the event of a any stock split, stock dividend or the like). All Warrants not theretofore exercised will expire on the Expiration Date. Exhibit B This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of ___________, 20062007, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at American Mold GuardIggys House, Inc., 30200 Rancho Viejo RoadXxx Xxxxx Xxxxxx Xx., Suite G1900, San Juan CapistranoChicago, CA 92675IL 60606, Attention: Xxxxx Xxxxxxxxx XxxxxxxChief Financial Officer (until another address is filed in writing by the Company with the Warrant Agent). Xxx Xxxxxxx xxxxx xxx xx xxxxxred The Company shall not be required upon the exercise of the Class B Warrants evidenced by this Warrant Certificate to issue fractions of Class B Warrants, Common Stock or other securities, but shall may make adjustment provision therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities shares of Common Stock by the Company upon exercise of Class B Warrants may violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts (at all times that any shares of Common Stock are listed on any national securities exchange) to cause a registration statement to continue to be effective during the term of the Class B Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of Class B Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may, but is not required to, purchase Class B Warrants submitted for exercise for a cash price equal to the difference between the market price of the securities obtainable upon such exercise and the exercise price of such Class B Warrants. This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Class B Warrants as the Warrant Certificate or Certificates so surrendered. If the Class B Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Class B Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatsoeverwhatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, Exhibit B recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Class B Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of the Class B Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:
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