Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of July 1, 2004 by and between AMERICAN MOLD GUARD, INC., a California corporation (the "Company") and MARK DAVIDSON, an individual ("Executive"). 1. ENGAGEMENT. The...Employment Agreement • March 28th, 2006 • American Mold Guard Inc • Construction - special trade contractors • California
Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of January 1, 2004 by and between AMERICAN MOLD GUARD, INC., a California corporation (the "Company") and TOM BLAKELEY, an individual ("Executive"). 1. ENGAGEMENT. The...Employment Agreement • March 28th, 2006 • American Mold Guard Inc • Construction - special trade contractors • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2007 • American Mold Guard Inc • Services-to dwellings & other buildings • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Security Agreement"), and pursuant to the Secured Convertible Term Note and Warrants referred to therein.
BETWEENWarrant Agreement • April 10th, 2006 • American Mold Guard Inc • Construction - special trade contractors • California
Exhibit 10.8 AMERICAN MOLD GUARD, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this day, _____ __, 2006, by and between American Mold Guard, Inc., a California corporation (the "Company"), and __________...Indemnification Agreement • March 28th, 2006 • American Mold Guard Inc • Construction - special trade contractors • California
ContractCommon Stock Purchase Warrant • July 25th, 2007 • American Mold Guard Inc • Services-to dwellings & other buildings • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN MOLD GUARD, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Ex 1 1,350,000 Units AMERICAN MOLD GUARD, INC. UNDERWRITING AGREEMENTAmerican Mold Guard Inc • April 10th, 2006 • Construction - special trade contractors • Oregon
AMERICAN MOLD GUARD, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2006 • American Mold Guard Inc • Construction - special trade contractors • California
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this day, November 30, 2005, by and between American Mold Guard, Inc., a California corporation (the “Company”), and [ ] (“Indemnitee”).
RECITALSSeverance Agreement and Mutual General Release • February 13th, 2006 • American Mold Guard Inc • Construction - special trade contractors • California
Exhibit 4.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN AMERICAN MOLD GUARD, INC. PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase 135,000...American Mold Guard Inc • April 10th, 2006 • Construction - special trade contractors • Oregon
ContractAmerican Mold Guard Inc • July 25th, 2007 • Services-to dwellings & other buildings
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN MOLD GUARD, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Ex-4.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN AMERICAN MOLD GUARD, Inc. PURCHASE WARRANTAmerican Mold Guard Inc • January 6th, 2006 • Oregon
SETTLEMENT AND RELEASESettlement and Release • October 5th, 2007 • American Mold Guard Inc • Services-to dwellings & other buildings • California
JOINT MARKETING COOPERATIVE ENDEAVOR AGREEMENTJoint Marketing Cooperative Endeavor Agreement • January 6th, 2006 • American Mold Guard Inc • Louisiana
ContractAmerican Mold Guard Inc • July 25th, 2007 • Services-to dwellings & other buildings
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN MOLD GUARD, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
October 4, 2007 Mr. Thomas Blakeley 6304 Camino Marinero San Clemente, California 92672 RE: SEPARATION AGREEMENT Dear Tom:Separation Agreement • October 5th, 2007 • American Mold Guard Inc • Services-to dwellings & other buildings • California
This letter will confirm the agreement (hereinafter referred to as the "Separation Agreement" or "Agreement") between you and American Mold Guard, Inc. ("AMG" or the "Company") regarding your separation from the Company. This Separation Agreement supercedes all previous oral and written agreements regarding your employment with the Company, provided, however, that the terms and conditions of your Employment Agreement dated January 1, 2004 (the "Employment Agreement"), to the degree it does not conflict with the terms and conditions of this Separation Agreement, shall remain in full force and effect.
AMERICAN MOLD GUARD, INC. DIRECTOR RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 13th, 2006 • American Mold Guard Inc • Construction - special trade contractors • California
THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of the day of , 200 (hereinafter the “Date of Grant”), between American Mold Guard, Inc., a California corporation (the “Company”), and (the “Director”).
EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2007 • American Mold Guard Inc • Services-to dwellings & other buildings • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2005, by and among American Mold Guard, Inc., a California corporation, with its offices located at 9272 Jeronimo Road, Suite 122, Irvine, California 92618 (the “Company”), and the undersigned persons executing this Agreement (each a “Holder” and collectively, the “Holders”).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • July 25th, 2007 • American Mold Guard Inc • Services-to dwellings & other buildings • New York
THIS EQUITY PLEDGE AGREEMENT (this "Agreement") is entered into as of July 19, 2007 by and between AMERICAN MOLD GUARD, INC., a California corporation ("(the "Pledgor") and CALLIOPE CAPITAL CORPORATION, a Delaware corporation ("Calliope").
Exhibit 4.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN AMERICAN MOLD GUARD, INC. PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase 110,000...American Mold Guard Inc • March 28th, 2006 • Construction - special trade contractors • Oregon
SECURITIES PURCHASE AND SUBSCRIPTION AGREEMENTSecurities Purchase and Subscription Agreement • July 5th, 2007 • American Mold Guard Inc • Services-to dwellings & other buildings • Georgia
This SECURITIES PURCHASE AND SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of September , 2005, by and among American MoldGuard, Inc., a California corporation (the “Company”), and the undersigned (the “Purchaser”).
SECURITY AGREEMENT CALLIOPE CAPITAL CORPORATION AMERICAN MOLD GUARD, INC. AMG SCIENTIFIC, LLC and TRUST ONE TERMITE, INC. Dated: July 19, 2007Security Agreement • July 25th, 2007 • American Mold Guard Inc • Services-to dwellings & other buildings • New York
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • September 18th, 2006 • American Mold Guard Inc • Construction - special trade contractors • California
This Settlement Agreement and General Release (this “Agreement”), dated September 12, 2006, is made between Brian J. Cowley, an individual residing at 20 Walnut Avenue, Mill Valley, California (“Cowley”), and American Mold Guard, Inc., a California corporation (the “Company” and, together with Cowley, the “Parties”).
