EX-4.3 7 c40327_ex4-3.txt AMERICAN MOLD GUARD, INC. Stop It Before It Starts(TM) -------------- --------------- NUMBER AMERICAN MOLD GUARD, INC. UNITS AM.U-001 -------------- --------------- UNIT CERTIFICATE EACH UNIT CONSISTING OF TWO SHARES OF COMMON STOCK, NO PAR VALUE, --------------------- INCORPORATED UNDER THE LAWS OF TWO REDEEMABLE CLASS A WARRANTS AND CUSIP 02756R 20 1 THE STATE OF CALIFORNIA ONE REDEEMABLE CLASS B WARRANT --------------------- SEE REVERSE FOR CERTAIN DEFINITIONS
-------------------------------------------------------------------------------- THIS CERTIFIES THAT -------------------------------------------------------------------------------- or registered assigns (the "Registered Holder") is the owner of the number of Units specified above, each of which consists of two shares of common stock, no par value, of American Mold Guard, Inc. (the "Common Stock"), two redeemable Class A warrants, and one redeemable Class B warrant, each warrant to purchase one share of Common Stock (collectively, the "Warrants"). On or prior to the Separation Time (as defined herein), the securities evidenced by this certificate may be combined, exchanged or transferred only as Units, and the Common Stock and Warrants evidenced by this Certificate may not be split up, exchanged or traded separately. The Units will separate into shares of Common Stock and Warrants as of the close of business on , 2006 [thirty days after the date of the final prospectus] (the "Separation Time"). The shares of Common Stock and the Warrants comprising the Units shall be separately tradeable commencing on the first day after the Separation Time on which The Nasdaq Capital Market is open for trading. The Warrants comprising part of the Units are issued under and pursuant to a certain Warrant Agreement dated as of , 2006 (the "Warrant Agreement"), between American Mold Guard, Inc. and U.S. Stock Transfer Company, as Warrant Agent (the "Warrant Agent"), and are subject to the terms and provisions contained therein and on the face of the certificates covered thereby, to all of which terms and provisions the holder of this Unit Certificate consents by acceptance hereof. The Warrant Agreement provides for adjustment to the exercise price of the Warrants evidenced hereby and in the number of shares of Common Stock to be delivered upon the exercise of Warrants in certain events therein set forth. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent and Registrar or may be obtained upon written request addressed to American Mold Guard, Inc. at 30200 Rancho Viejo Road, Suite G, San Juan Capistrano, CA 92675, Attention: Chief Financial Officer. This Unit Certificate is not valid unless countersigned by the Warrant Agent and Registrar of the Company. IN WITNESS WHEREOF, American Mold Guard, Inc. has caused this Unit Certificate to be duly executed manually or in facsimile by two of its officers thereunto duly authorized. DATED: AMERICAN MOLD GUARD, INC. U.S. STOCK TRANSFER & TRUST COMPANY Transfer Agent and Registrar and Countersigned: By: Warrant Agent Chairman of the Board and Chief 1745 Gardena Avenue FACSIMILE OF Executive Officer Glendale, California 91204-2991 NEED SEAL Attest: By: Secretary Authorized Signature
AMERICAN MOLD GUARD, INC. The Registered Holder hereby is entitled, at any time after the Separation Time (as defined on the face hereof) to exchange the Units represented by this Unit Certificate for Common Stock Certificate(s) representing two shares of Common Stock for each Unit represented by this Unit Certificate, and Warrant Certificate(s) representing two redeemable Class A Warrants for each Unit represented by this Unit Certificate, and two nonredeemable Class B Warrants for each unit represented by this Unit Certificate, upon surrender of this Unit Certificate to the Warrant Agent and Registrar together with any documentation required by such agent. REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FACE HEREOF, AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FACE OF THIS CERTIFICATE. COPIES OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE WARRANT AGENT AND REGISTRAR, U.S. STOCK TRANSFER CORPORATION. The following abbreviations, when used in the inscription on the face of this certificate, 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 ______________________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts to Minors of survivorship and not as tenants in common Act ___________________________________________________ (State) UNIF TRF MIN ACT- _______________________ Custodian (until age __________) (Cust) ________________________________ under Uniform Transfers (Minor) to Minors Act __________________________________________ (State) Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT (TO BE SIGNED ONLY UPON ASSIGNMENT) FOR VALUE RECEIVED, _____________________________________________________ hereby sell(s), assign(s), and transfer(s) unto (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) -------------------------------------- -------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (PLEASE PRINT NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares ------------------------------------------------------------------------- of the Units represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint Attorney Attorney ----------------------------------------------------------------------- to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises. Dated: Signatures Guaranteed: -------------------------------------- -------------------------------------- (Signature must conform in al respects The signatures should be guaranteed by to the name of Registered Holder as an eligible institution (banks, specified on the face of this Warrant stockbrokers, savings and loan Certificate in every particular, association and credit unions with without alteration or any change membership in an approved signature whatsoever, and the signature must be medallion program), pursuant to S.E.C. guaranteed in the usual manner.) Rule 17Ad-15.