COMMON STOCK PURCHASE WARRANTNational Storm Management Inc. • November 15th, 2006 • 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
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 6th, 2006 • National Storm Management Inc.
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
AMENDED AND RESTATED GUARANTYGuaranty • October 5th, 2007 • National Storm Management Inc. • General bldg contractors - residential bldgs • Illinois
This AMENDED AND RESTATED GUARANTY (the “Guaranty”) dated as of September 26, 2007 is made by Terry Kiefer, an individual residing in the State of Texas (“Guarantor”), in favor of John Fife (“Lender”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 22nd, 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”).
THIRD AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 5th, 2007 • National Storm Management Inc. • General bldg contractors - residential bldgs • Illinois
This THIRD AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (“Agreement”) is entered into as of the 29th day of June 2007 by and between John Fife (the “Secured Party”), and the person identified on the signature page hereof (the “Pledgor”).
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 NOTENational Storm Management Inc. • November 15th, 2006 • 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 NOTENational Storm Management Inc. • November 15th, 2006 • 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”).
AMENDED AND RESTATED ORIGINAL ISSUE DISCOUNT SECURED NOTENational Storm Management Inc. • October 5th, 2007 • General bldg contractors - residential bldgs • Illinois
THIS Amended and Restated Original Issue Discount Secured 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 with offices at 1315 West 53rd Street, Mangonia Park, FL 33407 (the “Company”), designated as its Note or Notes (the “Note” or “Notes”) in an aggregate face amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the “Maturity Amount”). This Amended and Restated Original Issue Discount Secured Note dated September 26, 2007 supersedes and replaces that certain Original Issue Discount Secured Note dated August 31, 2007. The Notes shall be due upon the earlier of (i) February 28, 2008 or (ii) the occurrence of an event of default, as defined below (“Maturity Date”).
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
THIRD AMENDED AND RESTATED GUARANTYNational Storm Management Inc. • October 5th, 2007 • General bldg contractors - residential bldgs • Illinois
This THIRD AMENDED AND RESTATED GUARANTY (the “Guaranty”) dated as of June 29, 2007 is 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 • July 6th, 2006 • National Storm Management Inc. • 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.
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
NATIONAL STORM MANAGEMENT, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTOption Award Agreement • July 6th, 2006 • National Storm Management Inc.
WARRANT TO PURCHASE COMMON STOCKPurchase 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.
WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • October 5th, 2007 • 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.
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,...National Storm Management Inc. • October 5th, 2007 • General bldg contractors - residential bldgs • Illinois
THIS Fourth Amended and Restated Original Issue Discount Secured 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 with offices at 1315 West 53rd Street, Mangonia Park, FL 33407 (the “Company”), designated as its Note or Notes (the “Note” or “Notes”) in an aggregate face amount of Two Million Four Hundred Eighty One Thousand and 00/100 Dollars ($2,481,000.00) (the “Maturity Amount”). This Fourth Amended and Restated Original Issue Discount Secured Note dated June 29, 2007 supersedes and replaces that certain Third Amended and Restated Original Issue Discount Secured Note dated May 17, 2007, which superseded and replaced that certain Second Amended and Restated Original Issue Discount Secured Note dated April 11, 2007, which superseded and replaced that certain First Amended and Restated Original Issue Discount Secured Note dated February
NATIONAL STORM MANAGEMENT, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 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
AGREEMENTAgreement • July 6th, 2006 • National Storm Management Inc. • Minnesota
This Agreement (the “Agreement”) is made and entered into at Minneapolis, Minnesota, this 19th day of October 2005 by and between Westurn Cedar Supply, Inc., a Minnesota corporation (“Westurn”), and National Storm Management, Inc., a Nevada corporation, and its wholly-owned subsidiary. KSMS – Minnesota, Inc., a Minnesota corporation (d/b/a/WRS or other assumed name) (collectively “KSMS”).
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 AGREEMENTOption Award Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs
OPTION AGREEMENTOption Agreement • July 6th, 2006 • National Storm Management Inc. • 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”).
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.
FOURTH AMENDED AND RESTATED STOCK PLEDGE AGREEMENTFourth Amended and Restated Stock Pledge Agreement • October 5th, 2007 • National Storm Management Inc. • General bldg contractors - residential bldgs • Illinois
This FOURTH AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (“Agreement”) is entered into as of the 29th day of June 2007 by and between John Fife (the “Secured Party”), and National Storm Management, Inc., a Nevada corporation having a principal place of business at 999 North Main Street, Suite 202, Glen Ellyn, IL 60137 with offices at 1315 West 53rd Street, Mangonia Park, FL 33407 (the “Pledgor”).
INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • November 15th, 2006 • National Storm Management Inc. • General bldg contractors - residential bldgs
INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • July 6th, 2006 • National Storm Management Inc.
