SPECIMEN UNIT CERTIFICATE
Exhibit 4.4
SPECIMEN UNIT CERTIFICATE
UNITS
NUMBER U-
SEE REVERSE FOR CERTAIN DEFINITIONS
AVANGARD CAPITAL GROUP, INC.
CUSIP
UNITS CONSISTING OF FOUR SHARES OF COMMON STOCK AND A WARRANT
TO PURCHASE ONE SHARE OF COMMON STOCK.
THIS CERTIFIES THAT is the owner of Units.
Each Unit (Unit) consists of four (4) shares (Shares) of common stock, par value $.001 per share (Common Stock), of AVANGARD CAPITAL GROUP, INC., a Nevada corporation (the Company), and a warrant (the Warrants) to purchase one (1) share of Common Stock at a per share exercise price of $2.00 (subject to adjustment). Each Warrant will become exercisable on the th day following the date of the prospectus which forms a part of the Companys Registration Statement, No. 333- on Form S-1, subject to the Company having issued a press release announcing when such separate trading will begin (the Detachment Date).
The Shares and Warrant comprising each Unit represented by this certificate are not separately transferable prior to the Detachment Date.
The terms of the Warrants are governed by a Warrant Agreement, dated as of [ ], 2009, between the Company and Interwest Transfer Company, Inc., as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent at , and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.
[AVANGARD CAPITAL GROUP, INC.]
COUNTERSIGNED AND REGISTERED:
INTERWEST TRANSFER COMPANY, INC.
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED OFFICER
By
(SIGNATURE)
CHIEF EXECUTIVE OFFICER
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[REVERSE OF CERTIFICATE]
AVANGARD CAPITAL GROUP, INC.
The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the units, including, as applicable, the Companys Certificate of Incorporation, By-Laws and all amendments thereto, the Warrant Agreement and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the corporation), to all of which the holder(s) of this certificate by acceptance hereof assents.
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
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT under Uniform Gifts to Minors Act
Additional abbreviations may also be used though not in the above list.
For value received , hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)
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(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
Units represented by the within Certificate, and hereby irrevocably constitute(s) and appoint(s)
Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
Dated:
Notice: The signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
Signature(s) Guaranteed: | ||
By |
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
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