COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Nite Capital, L.P. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth on or prior to the close of business on December 31, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from National Storm Management, Inc., a corporation incorporated in the State of Nevada (the “Company”), up to 1,000,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common: Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $[20], subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
GUARANTYGuaranty • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • Illinois
GUARANTY dated as of July 24th, 2006 (“Guaranty”) made by Terry Kiefer, an individual residing in the State of Texas (“Guarantor”), in favor of John Fife (“Lender”).
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
Registration Rights AgreementRegistration Rights Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • Illinois
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2005, by and among National Storm Management, Inc., a Nevada corporation (the “Company”); and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchaser”).
NATIONAL STORM MANAGEMENT, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs
ORIGINAL ISSUE DISCOUNT SECURED NOTEOriginal Issue Discount Secured Note • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • New York
THIS Note is one of a duly authorized issue of Notes of NATIONAL STORM MANAGEMENT, INC., a Nevada corporation, having a principal place of business at 999 North Main Street, Suite 202, Glen Ellyn, IL 60137 (the “Company”), designated as its Note (the “Note”) in an aggregate face amount of up to One Million Six Hundred and Fifty Thousand and 00/100 Dollars ($1,650,000.00), as adjusted pursuant to Schedule A hereto (the “Maturity Amount”). The Note shall be due upon the earlier of (i) the effective date of a Company registration statement on Form SB-2; (ii) February 14, 2007, or (iii) an event of default, as defined below, but in no event other than an event of default shall the Note be due prior to October 31, 2006 (“Maturity Date”).
PROMISSORY NOTEPromissory Note • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • Florida
This Note is delivered by Borrower to further evidence amounts owing and past due to Lender related to the purchase of certain roofing materials and supplies for use in Borrower’s business. Borrower has requested that Lender make certain accommodations and temporarily forbear from the exercise of its available rights and remedies in collecting such amounts. Lender has agreed to make certain accommodations and to grant such forbearance as and only to the extent set forth herein, and without waiving any of Lender’s rights and remedies.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • Illinois
STOCK PLEDGE AGREEMENT (“Agreement”) entered into as of the 24th day of July 2006 by and among John Fife (the “Secured Party”), and the person identified on the signature page hereof (the “Pledgor”).
NATIONAL STORM MANAGEMENT, INC. INCENTIVE STOCK OPTION AWARD AGREEMENT SCOTT R. KNOLLIncentive Stock Option Award Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs
NATIONAL STORM MANAGEMENT, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • Illinois
This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2005, among National Storm Management, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • Florida
This Employment Agreement (“Agreement”) is made and entered into as of this 21st day of September, 2005, in Glen Ellyn, Illinois, by and between PINNACLE ROOFING, INC., a Florida corporation with its principal place of business at 598 S. Northlake Blvd., Suite 1040 Altamonte Springs, FL. (the “Company”), and MICHAEL “DEAN” YANCEY, an individual residing at 2036 Sea Hawk Cir. Ponte Vedra, FL.
NATIONAL STORM MANAGEMENT, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs
OPTION AGREEMENTOption Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs • Nevada
THIS OPTION AGREEMENT (“Agreement”) is entered into this 24th day of February 2005, by and between Shocker 100 Index, LP, (the “Holder”), and National Storm Management, Inc, a Nevada Corporation (the “Company”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs
This Bridge Loan Agreement is intended to serve as an agreement upon which Trucolor, Inc., a Nevada corporation (“Lender”) will provide financing by extending credit to National Storm Management, Inc. (the “Borrower”). This loan agreement should be construed as a binding commitment. The terms and conditions set forth herein are based on information provided by Borrower and are not subject to change.
INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs
