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Exhibit 4.3  


WARRANT AGREEMENT  


 BETWEEN  


 IGGYS HOUSE, INC.  


 AND  


 CONTINENTAL STOCK TRANSFER & TRUST COMPANY  


 DATED AS OF                        , 2007


 
 

WARRANT AGREEMENT    
    


        This Agreement, dated as of                        , 2007, is
between Iggys House, Inc., a Delaware corporation (the "COMPANY") and Continental Stock
Transfer & Trust Company, a New York corporation (the "WARRANT AGENT"). 


        The
Company, at or about the time that it is entering into this Agreement, proposes to issue and sell to public investors up to 1,400,000 Units (the "UNITS"). Each Unit consists of one
share of Common Stock, one redeemable Class A Warrant and one redeemable Class B Warrant. As used herein, "COMMON STOCK" means common stock, $0.001 par value per share, of the Company.
The Class A Warrants and the Class B Warrants are herein collectively referred to as the "WARRANTS." Each
Warrant is exercisable to purchase one share of Common Stock upon the terms and conditions and subject to adjustment in certain circumstances, all as set forth in this Agreement. 



        The
Company proposes to issue to the Representative of the Underwriters in the public offering of Units referred to above warrants to purchase warrants to purchase up to 196,000
additional shares of Common Stock. 


        The
Company wishes to retain the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and
replacement of the certificates evidencing the Warrants to be issued under this Agreement (the "WARRANT CERTIFICATES") and the exercise of the Warrants; 


        The
Company and the Warrant Agent wish to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the holders thereof ("WARRANTHOLDERS") and to
set forth the respective rights and obligations of the Company and the Warrant Agent. Each Warrantholder is an intended beneficiary of this Agreement with respect to the rights of Warrantholders
herein. 


        NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: 


        1.     APPOINTMENT
OF WARRANT AGENT. The Company appoints the Warrant Agent to act as agent for the Company in accordance with the instructions in this Agreement and the Warrant
Agent accepts such appointment. 


        2.     DATE,
DENOMINATION AND EXECUTION OF WARRANT CERTIFICATES. 



        (a)   The
Warrant Certificates (and the Form of Election to Purchase and the Form of Assignment to be attached to the Warrant Certificates) shall be in registered form only
and shall be substantially of the tenor and purport recited in EXHIBIT A hereto with respect to the Class A Warrants and EXHIBIT B hereto with respect to the Class B Warrants, and may
have such letters, numbers or other marks of identification or designation and such legends, summaries or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, or with any rule or regulation made pursuant thereto, or with any rule or regulation of any
stock exchange on which the Common Stock or the Warrants may be listed or any automated quotation system, or to conform to usage. In lieu of physical delivery of certificated 








 

Warrants,
if the Company so directs, the Warrants may be issued in electronic form through The Depository Trust Company. Each Class A Warrant Certificate shall entitle the registered holder
thereof, subject to the provisions of this Agreement and of the Warrant Certificate, to purchase, on or
after                        , 2007 and on or before the close of business
on                        , 2008 (the
"CLASS A EXPIRATION DATE"), one fully paid and non-assessable share of Common Stock for each Warrant evidenced by such Warrant Certificate for $7.50. Each Class B Warrant
Certificate shall entitle the registered holder thereof, subject to the provisions of this Agreement and of the Warrant Certificate, to purchase, on or
after                        , 2007 and on or before the
close of business                        , 2010 (the "CLASS B EXPIRATION DATE"), one fully paid and non-assessable share of Common
Stock for each Warrant evidenced by such Warrant Certificate for
$9.00. The exercise price of the Warrants (the "EXERCISE PRICE") is subject to adjustments as provided in Section 6 hereof. Each Warrant Certificate issued as a part of a Unit offered to the
public as described in the recitals, above, shall be dated            , 2007; each other Warrant Certificate shall be dated the date on which the Warrant Agent receives valid issuance
instructions
from the Company or a transferring holder of a Warrant Certificate or, if such instructions specify another date, such other date. As used herein, "EXPIRATION DATE" means: (i) in the case of
Class A Warrants, the Class A Expiration Date, and (ii) in the case of Class B Warrants, the Class B Expiration Date. 


        (b)   For
purposes of this Agreement, the term "CLOSE OF BUSINESS" on any given date shall mean 5:00 p.m., New York City time, on such date; provided, however, that if
such date is not a business day, it shall mean 5:00 p.m., New York City time, on the next succeeding business day. For purposes of this Agreement, the term "BUSINESS DAY" shall mean any day
other than a Saturday, Sunday, or a day on which banking institutions in New York, New York or in the State in which the Warrant Agent maintains the principal office in which it conducts business
related to the Warrants are authorized or obligated by law to be closed. 


        (c)   Each
Warrant Certificate shall be executed on behalf of the Company by the Chairman of the Board, its President or a Vice President, either manually or by facsimile
signature printed thereon, and have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. Each Warrant Certificate shall be manually (or by facsimile signature printed thereon) countersigned by the Warrant Agent and shall not be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any Warrant Certificate shall cease to be such officer of the Company before countersignature by the Warrant Agent and issue and
delivery thereof by the Company, such Warrant Certificate, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed
such Warrant Certificate had not ceased to be such officer of the Company. 




        3.     SUBSEQUENT
ISSUE OF WARRANT CERTIFICATES. Subsequent to their original issuance, no Warrant Certificates shall be reissued except (i) Warrant Certificates issued
upon transfer thereof in accordance with Section 4 hereof, (ii) Warrant Certificates issued upon any combination, split-up or exchange of Warrant Certificates pursuant to
Section 4 hereof, (iii) Warrant Certificates issued in replacement of mutilated, destroyed, lost or stolen Warrant Certificates pursuant to Section 5 hereof, (iv) Warrant
Certificates issued upon the partial exercise of Warrant Certificates pursuant to Section 7 hereof, and (v) Warrant Certificates issued to reflect any adjustment or change in the
Exercise Price or the number or kind of shares purchasable thereunder pursuant to Section 22 hereof. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in accordance
with the provisions of said Sections 4, 5, 7 and 22, the new Warrant Certificates required for purposes thereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent
with Warrant Certificates duly executed on behalf of the Company for such purposes. 


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        4.     TRANSFERS
AND EXCHANGES OF WARRANT CERTIFICATES. 



        (a)   The
Warrant Agent will keep or cause to be kept books for registration of ownership and transfer of the Warrant Certificates issued hereunder. Such registers shall show
the names and addresses of the respective holders of the Warrant Certificates and the class and number of Warrants evidenced by each such Warrant Certificate. 


        (b)   The
Warrant Agent shall, from time to time, register the transfer of any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon
surrender of the Warrant Certificate evidencing such Warrants, with the Form of Assignment duly filled in and executed with such signature guaranteed by an eligible institution (banks, stockbrokers,
savings and loan association and credit unions with membership in an approved signature medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, and
such supporting documentation as the Warrant Agent or the Company may reasonably require, to the Warrant Agent at its stock transfer office in New York, New York at any time on or before the
Expiration Date of such Warrant, and upon payment to the Warrant Agent for the account of the Company of an amount equal to any applicable transfer tax. Payment of the amount of such tax may be made
in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. 


        (c)   Upon
receipt of a Warrant Certificate, with the Form of Assignment duly filled in and executed, accompanied by payment of an amount equal to any applicable transfer tax,
the Warrant Agent shall promptly cancel the surrendered Warrant Certificate and countersign and deliver to the transferee a new Warrant Certificate for the number of full Warrants of the same class
transferred to such transferee; provided, however, that in case the registered holder of any Warrant Certificate shall elect to transfer fewer than all of the Warrants evidenced by such Warrant
Certificate, the Warrant Agent in addition shall promptly countersign and deliver to such registered holder a new Warrant Certificate or Certificates for the number of full Warrants not so
transferred. 


        (d)   Any
Warrant Certificate or Certificates may be exchanged at the option of the holder thereof for another Warrant Certificate or Certificates of different denominations,
of like tenor and representing in the aggregate the same class and number of Warrants, upon surrender of such Warrant Certificate or Certificates, with the Form of Assignment duly filled in and
executed, to the Warrant Agent, at any time or from time to time after the close of business on the date hereof and prior to the close of business on the Expiration Date relating to such Warrant. The
Warrant Agent shall promptly cancel the surrendered Warrant Certificate and deliver the new Warrant Certificate pursuant to the provisions of this Section. 




        5.     MUTILATED,
DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of any Warrant Certificate, and in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to them of all
reasonable expenses incidental thereto, and, in the case of mutilation, upon surrender and cancellation of the Warrant Certificate, the Warrant Agent shall countersign and deliver a new Warrant
Certificate of like tenor for the same class and number of Warrants. 


        6.     ADJUSTMENTS
OF NUMBER AND KIND OF SHARES PURCHASABLE AND EXERCISE PRICE. The number and kind of securities or other property purchasable upon exercise of a Warrant shall
be subject to adjustment from time to time upon the occurrence, after the date hereof, of any of the following events: 



        (a)   In
case the Company shall (1) pay a dividend in, or make a distribution of, shares of capital stock on its outstanding Common Stock, (2) subdivide its
outstanding shares of Common 



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Stock
into a greater number of such shares or (3) combine its outstanding shares of Common Stock into a smaller number of such shares, the total number of shares of Common Stock purchasable
upon the exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the holder of any Warrant Certificate thereafter surrendered for exercise shall be entitled to receive
at the same aggregate Exercise Price the number of shares of capital stock (of one or more classes) which such holder would have owned or have been entitled to receive immediately following the
happening of any of the events described above had such Warrant been exercised in full immediately prior to the record date with respect to such event. Any adjustment made pursuant to this Subsection
shall be made as of the effective date of such event. If, as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Certificate thereafter surrendered for exercise shall
become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company (whose determination shall be conclusive and shall be evidenced by a
Board resolution filed with the Warrant Agent) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock. 



        (b)   In
the event of a consummation of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection (a) above or Subsection
(d) below), any Warrantholder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately
prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same
aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case,
appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a certified Board resolution filed with the Warrant
Agent) shall be made for the application of this Section 6 with respect to the rights and interests thereafter of the Warrantholders (including but not limited to the allocation of the Exercise
Price between or among shares of classes of capital stock), to the end that this Section 6 (including the adjustments of the number of shares of Common Stock or other securities purchasable and
the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash)
thereafter deliverable upon the exercise of the Warrants. 


        (c)   Whenever
the number of shares of Common Stock or other securities purchasable upon exercise of a Warrant is adjusted as provided in this Section 6, the Company
will promptly file with the Warrant Agent a certificate signed by a Chairman or co-Chairman of the Board, the Chief Executive, the President or a Vice President of the Company and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth the number and kind of securities or other property purchasable upon exercise of a Warrant,
as so adjusted, stating that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 6, and setting forth a brief statement
of the facts accounting for such adjustments. Promptly after receipt of such certificate, the Company, or the Warrant Agent at the Company's request, will deliver, by first-class, postage prepaid
mail, a brief summary thereof (to be supplied by the Company) to the registered holders of the outstanding Warrant Certificates; provided, however, that failure to file or to give any notice required
under this Subsection, or any defect therein, shall not affect the legality or validity of any such adjustments under this Section 6; and provided, further, that, where appropriate, such notice
may be given in advance and included as part of the notice required to be given pursuant to Section 12 hereof. 



        (d)   In
case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any 



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reclassification
or change of the outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety,
the corporation formed by such consolidation or merger or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the Warrant Agent a supplemental
warrant agreement providing that the holder of each Warrant then outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, solely
the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of
the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided in this Section. The above provision of this Subsection shall similarly apply to successive consolidations, mergers,
sales or transfers. 


The
Warrant Agent shall not be under any responsibility to determine the correctness of any provision contained in any such supplemental warrant agreement relating to either the kind or amount of
shares of stock or securities or property (or cash) purchasable by holders of Warrant Certificates upon the exercise of their Warrants after any such consolidation, merger, sale or transfer or of any
adjustment to be made with respect thereto, but subject to the provisions of Section 20 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, a certificate of a firm of independent certified public accountants (who may be the accountants regularly employed by the Company) with respect thereto. 



        (e)   Irrespective
of any adjustments in the number or kind of shares issuable upon exercise of Warrants, Warrant Certificates theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in the similar Warrant Certificates initially issuable pursuant to this Warrant Agreement. 


        (f)    The
Company may retain a firm of independent certified public accountants of recognized standing, which may be the firm regularly retained by the Company, selected by
the Board of Directors of the Company or the Executive Committee of said Board, and not disapproved by the Warrant Agent, to make any computation required under this Section, and a certificate signed
by such firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section. 


        (g)   For
the purpose of this Section, the term "COMMON STOCK" shall mean (i) the Common Stock or (ii) any other class of stock resulting from successive changes
or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time as a result of
an adjustment made pursuant to this Section, the
holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such
other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to
the Common Stock contained in this Section, and all other provisions of this Agreement, with respect to the Common Stock, shall apply on like terms to any such other shares. 




        7.     EXERCISE
OF WARRANTS; REDEMPTION OF WARRANTS. Except with respect to Warrants that have been redeemed as provided in this Section 7, the registered holder of any
Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date, subject to the
provisions of Section 9, 


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at
which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders or redeemed by the Company as follows: 



        (a)   Exercise
of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side
thereof duly filled in and executed, to the Warrant Agent at its stock transfer office in New York, New York, together with payment to the Company of the Exercise Price (as of the date of such
surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be
required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in
lawful money of the United States of America to the order of the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a
Warrant. 


        (b)   Upon
receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants
being exercised (and of an amount equal to any applicable taxes or government charges as aforesaid), the Warrant Agent shall promptly request from the Transfer Agent with respect to the securities to
be issued and deliver to or upon the order of the registered holder of such Warrant Certificate, in such name or names as such registered holder may designate, a certificate or certificates for the
number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities
otherwise issuable upon such exercise. If the Warrant is then exercisable to purchase property other than securities, the Warrant Agent shall take appropriate steps to cause such property to be
delivered to or upon the order of the registered holder of such Warrant Certificate. 



        (c)   In
case the registered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall
promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number and class of
Warrants that were not so exercised. 


        (d)   Each
person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of
the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of
any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed,
such person shall be deemed to have become the record holder of such shares as of, and the certificate for such shares shall be dated, the next succeeding business day on which the stock transfer
books of the Company are open (whether before, on or after the Expiration Date relating to such Warrant) and the Warrant Agent shall be under no duty to deliver the certificate for such shares until
such date. The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than 20 consecutive business days except upon consolidation, merger, sale
of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. 



        (e)   The
Class A Warrants outstanding at the time of a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by
giving not less than 30 days prior notice as provided in Section 7(g) below, which notice may not be given before, but may be given at any time after, the date on which the closing price
of the Common Stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $9.00 per share on 



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each
of ten consecutive trading days. The price at which Warrants may be redeemed (the "REDEMPTION PRICE") is: (i) in the case of Class A Warrants, one cent ($0.01) per Class A
Warrant and (ii) in the case of Class B Warrants, one cent ($0.01) per Class B Warrant, in each case subject to adjustment in the event of any stock split, stock dividend or the
like. On and after the redemption date the holders of record of redeemed Class A Warrants shall be entitled to payment of the Redemption Price upon surrender of such redeemed Class A
Warrants to the Company at the office of the Warrant Agent designated for that purpose. 


        (f)    The
Class B Warrants outstanding at the time of a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by
giving not less than 30 days prior notice as provided in Section 7(g) below, which notice may not be given before, but may be given at any time after, the date on which the closing price
of the Common Stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $12.00 per share on each of ten consecutive trading days. On and after the
redemption date the holders of record of redeemed Class B Warrants shall be entitled to payment of the Redemption Price upon surrender of such redeemed Class B Warrants to the Company at
the office of the Warrant Agent designated for that purpose. 


        (g)   Notice
of redemption of Warrants shall be given at least 30 days prior to the redemption date by mailing, by registered or certified mail, return receipt
requested, a copy of such notice to the Warrant Agent and to all of the holders of record of Warrants at their respective addresses appearing on the books or transfer records of the Company or such
other address designated in writing by the holder of record to the Warrant Agent not less than 40 days prior to the redemption date. 


        (h)   From
and after the redemption date, all rights of the Warrantholders with respect to the redeemed Warrants (except the right to receive the Redemption Price) shall
terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on
the redemption date the Redemption Price for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention
of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. 


        (i)    On
the Redemption Date, the Warrant Agent shall pay to the holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants
to which the holders of record of such redeemed Warrants who shall have surrendered their Warrants are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Warrants except
to the extent that funds for such payment have been provided to it by the Company. 



        (j)    Any
amounts deposited with the Warrant Agent that are not required for redemption of Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant
Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Warrants called for redemption for which such funds
were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest, if any, on funds deposited with the Warrant Agent and the holders of redeemed Warrants shall
have no right to any such interest. At the instruction of the Company, the Warrant Agent shall deposit or invest any and all funds deposited with it by the Company in connection with any redemption in
federally insured, interest bearing accounts with a financial institution or institutions designated by the Company but shall have no liability with respect to the performance of any such investments
other than, in the case of funds deposited in accounts maintained by the Warrant Agent, the liability of the Warrant Agent to its depositors in such accounts generally. 



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        (k)   If
the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Warrants called for redemption may at the option of the
holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Price. If the holder
brings such an action, the Company will pay reasonable attorneys' fees incurred by the holder with respect to such action. If the holder fails to bring an action against the Company for the Redemption
Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without
any force or effect as to such holder. Except as otherwise specifically provided in this Paragraph 7(k), a notice of redemption, once mailed by the Company as provided in Paragraph 7(g)
shall be irrevocable. 


        (l)    Notwithstanding
anything to the contrary in this Section 7, the Company may not provide notice of any redemption pursuant to this Section 7 at any time at
which the Warrants are not currently exercisable as a result of the application of Section 9. If, during the period between notice of redemption and the Redemption Date, the Warrants become not
currently exercisable as a result of the application of Section 9, the Redemption Date shall be extended to be the tenth business day after such restriction on exercise lapses. 


        (m)  The
Company may, from time to time and to the extent permitted by law, reduce the Exercise Price of the Class A Warrants and/or Class B Warrants by any
amount for a period of not less than 20 days. If the Company so reduces the Exercise Price of such Warrants, it will give not less than 15 days' notice of such decrease, which notice may
be in the form of a press release, and shall take such other steps as may be required under applicable law in connection with any offers or sales of securities at the reduced price. 




        8.     FRACTIONAL
INTERESTS. The Company shall not be required to issue any Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of shares of securities
on the exercise of the Warrants. If any fraction (calculated to the nearest one-hundredth) of a Warrant or a share of securities would, except for the provisions of this Section, be
issuable on the exercise of any Warrant, the Company shall, at its option, either (a) purchase such fraction for an amount in cash equal to the current value of such fraction computed on the
basis of the closing market price of a share of Common Stock (if the fractional interest is a share of Common Stock) or of a Warrant of the same class (if the fractional interest is a Warrant), in
each case as quoted on the principal exchange or trading facility on which such security is traded on the trading day immediately preceding the day upon which such Warrant Certificate was surrendered
for exercise in accordance with Section 7 hereof, or (b) issue the required fractional Warrant or share. By accepting a Warrant Certificate, the holder thereof expressly waives any right
to receive a Warrant Certificate evidencing any fraction of a Warrant or to receive any fractional share of securities upon exercise of a Warrant, except as expressly provided in this
Section 8. 


        9.     RESERVATION
OF EQUITY SECURITIES. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its
authorized and unissued equity securities, solely for the purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company as shall then be issuable upon the
exercise of all outstanding Warrants ("EQUITY SECURITIES"). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued,
fully paid and non-assessable. 


        The
Company covenants that if any shares of Common Stock required to be reserved for the purpose of issue upon exercise of the Warrants hereunder require registration with or approval of
any governmental authority under any federal or state law before such shares may be issued upon exercise of Warrants, the Company will (at all times that any shares of Common Stock are listed on any
national securities exchange) use all commercially reasonable efforts to cause such shares to be duly 


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registered,
or approved, as the case may be, and to take, to the extent practicable, all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing
any and all post-effective amendments to the Company's Registration Statement on Form S-1 (Registration No. 333-145275) necessary to permit a public
offering of the shares of Common Stock underlying the Warrants, provided, however, that in no event shall such securities be issued, and the Company is authorized to refuse to honor the exercise of
any Warrant, if such exercise would result in the opinion of the Company's Board of Directors, after consultation with counsel, in the violation of any law; and provided further that, in the case of a
Warrant exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company
may elect to redeem Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the
securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such
Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. 


        10.   REDUCTION
OF CONVERSION PRICE BELOW PAR VALUE. Before taking any action that would cause an adjustment pursuant to Section 6 hereof reducing the portion of the
Exercise Price required to purchase one share of capital stock below the then par value (if any) of a share of such capital stock, the Company will use its reasonable best efforts to take any
corporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock. 


        11.   PAYMENT
OF TAXES. The Company covenants and agrees that it will pay when due and payable any and all federal and state documentary stamp and other original issue taxes
which may be payable in respect of the original issuance of the Warrant Certificates, or any shares of Common Stock or other securities upon the exercise of Warrants. The Company shall not, however,
be required (a) to pay any tax which may be payable in respect of any transfer involved in the transfer and delivery of Warrant Certificates or the issuance or delivery of certificates for
Common Stock or other securities in a name other than that of the registered holder of the Warrant Certificate surrendered for purchase or (b) to issue or deliver any certificate for shares of
Common Stock or other securities upon the exercise of any Warrant Certificate until any such tax shall have been paid, all such tax being payable by the holder of such Warrant Certificate at the time
of surrender. 


        12.   NOTICE
OF CERTAIN CORPORATE ACTION. In case the Company after the date hereof shall propose (a) to offer to the holders of Common Stock, generally, rights to
subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (b) to effect any
reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any
consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets
substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent
and the Company, or the Warrant Agent on the Company's behalf and at the Company's request, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates
notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as
the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect
thereto 


9







 



as
shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as
a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (a) above, at least ten days prior to the record date for determining holders of the
Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case
of any action covered by clause (b) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of
record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up. 


        Failure
to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12. 


        13.   DISPOSITION
OF PROCEEDS ON EXERCISE OF WARRANT CERTIFICATES, ETC. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and
concurrently pay to the Company all moneys received by the Warrant Agent for the purchase of securities or other property through the exercise of such Warrants. 


        The
Warrant Agent shall keep copies of this Agreement available for inspection by Warrantholders during normal business hours at its stock transfer office. Copies of this Agreement may
be obtained
upon written request addressed to the Warrant Agent at its stock transfer office in New York, New York. 


        14.   WARRANTHOLDER
NOT DEEMED A STOCKHOLDER. No Warrantholder, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise of the Warrants represented thereby for any purpose whatever, nor shall anything contained herein or in any Warrant
Certificate be construed to confer upon any Warrantholder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger, conveyance or otherwise), or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 12
hereof), or to receive dividend or subscription rights, or otherwise, until such Warrant Certificate shall have been exercised in accordance with the provisions hereof and the receipt of the Exercise
Price and any other amounts payable upon such exercise by the Warrant Agent. 


        15.   RIGHT
OF ACTION. All rights of action in respect to this Agreement are vested in the respective registered holders of the Warrant Certificates; and any registered holder
of any Warrant Certificate, without the consent of the Warrant Agent or of any other holder of a Warrant Certificate, may, in his own behalf for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrants evidenced by such Warrant Certificate, for the purchase
of shares of the Common Stock in the manner provided in the Warrant Certificate and in this Agreement. 


10







 



        16.   AGREEMENT
OF HOLDERS OF WARRANT CERTIFICATES. Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent and
with every other holder of a Warrant Certificate that: 



        (a)   the
Warrant Certificates are transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in this Agreement; and 


        (b)   the
Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner of the Warrant (notwithstanding
any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary. 




        17.   CANCELLATION
OF WARRANT CERTIFICATES. In the event that the Company shall purchase or otherwise acquire any Warrant Certificate or Certificates after the issuance
thereof, such Warrant Certificate or Certificates shall thereupon be delivered to the Warrant Agent and be canceled by it and retired. The Warrant Agent shall also cancel any Warrant Certificate
delivered to it for exercise, in whole or in part, or delivered to it for transfer, split-up, combination or exchange. Warrant Certificates so canceled shall be delivered by the Warrant
Agent to the Company from time to time, or disposed of in accordance with the instructions of the Company. 



        18.   CONCERNING
THE WARRANT AGENT. The Company agrees to pay to the Warrant Agent from time to time, on demand of the Warrant Agent, reasonable compensation for all services
rendered by it hereunder and also its reasonable expenses, including reasonable counsel fees, and other disbursements incurred in the administration and execution of this Agreement and the exercise
and performance of its duties hereunder. The Warrant Agent shall use its best efforts to submit in advance a written estimate of any costs in excess of $5,000 that it expects to incur in the
performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad
faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with the acceptance and administration of this Agreement. 


        19.   MERGER
OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for
appointment as a successor warrant agent under the provisions of Section 21 hereof. 



        In
case at the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement, any of the Warrant Certificates shall have been countersigned but not
delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of
the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the
name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement. 



        In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may
adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such 


11







 



cases
such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement. 



        20.   DUTIES
OF WARRANT AGENT. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Warrant Certificates, by their acceptance thereof, shall be bound: 



        (a)   The
Warrant Agent may consult with counsel satisfactory to it (who may be counsel for the Company), and the opinion of such counsel shall be full and complete
authorization and protection to the Warrant Agent as to any action taken, suffered or omitted by it in good faith and in accordance with such opinion; provided, however, that the Warrant Agent shall
have exercised reasonable care in the selection of such counsel. Fees and expenses of such counsel, to the extent reasonable, shall be paid by the Company. 


        (b)   Whenever
in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by a Chairman of the Board, the Chief Executive Officer, the President or an Executive Vice President, the Chief Financial Officer or the Secretary of
the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate. 


        (c)   The
Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct. 


        (d)   The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except
its countersignature on the Warrant Certificates and such statements or recitals as describe the Warrant Agent or action taken or to be taken by it) or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the Company only. 


        (e)   The
Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution
hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the making of any change in the number of shares of Common Stock for which a
Warrant is exercisable required under the provisions of Section 6 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would
require any such adjustment or change (except with respect to the exercise of Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether
any shares of Common Stock will, when issued, be validly issued, fully paid and non-assessable. 


        (f)    The
Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or take any other action likely to involve expense unless the Company or
one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action
under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding 



12







 




relative
thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit
of the registered holders of the Warrant Certificates, as their respective rights or interests may appear. 



        (g)   The
Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company
or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as though it were not Warrant Agent
under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. 


        (h)   The
Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board or the
Chief Executive Officer, the President or the Executive Vice President, the Chief Financial Officer or the Secretary of the Company, and to apply to such officers for advice or instructions in
connection with the Warrant Agent's duties, and it shall not be liable for any action taken or suffered or omitted by it in good faith in accordance with instructions of any such officer. 


        (i)    The
Warrant Agent will not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates
to be complied with by the Company. 


        (j)    The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys,
agents or employees and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys, agents or employees or for any loss to the Company
resulting from such neglect or misconduct; provided, however, that reasonable care shall have been exercised in the selection and continued employment of such attorneys, agents and employees. 


        (k)   The
Warrant Agent will not incur any liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken, or any failure to take
action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been
signed, sent or presented by the proper party or parties as provided hereunder. 



        (l)    The
Warrant Agent will act hereunder solely as agent of the Company in a ministerial capacity, and its duties will be determined solely by the provisions hereof. The
Warrant Agent will not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence, bad faith or willful conduct. 




        21.   CHANGE
OF WARRANT AGENT. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed, by
registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days' prior notice in writing, mailed to the Warrant Agent or
successor warrant agent, as the case may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a
successor to the Warrant Agent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall
fail to make such appointment within a period of 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent, then the Company agrees to perform the duties of the Warrant Agent hereunder until a successor Warrant Agent is appointed. After appointment and execution of a copy of
this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been 


13







 

originally
named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent, within a reasonable time, any property at the
time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section, however, or any
defect therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. 



        22.   ISSUANCE
OF NEW WARRANT CERTIFICATES. Notwithstanding any of the provisions of this Agreement or the several Warrant Certificates to the contrary, the Company may, at
its option, issue new Warrant Certificates in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Exercise Price or the number or kind of shares
purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement. 


        23.   NOTICES.
Notice or demand pursuant to this Agreement to be given or made on the Company by the Warrant Agent or by the registered holder of any Warrant Certificate shall
be sufficiently given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows: 



	 	Iggys House, Inc.

One South Wacker Dr., Suite 1900

Chicago, Illinois 60606

Attention: Chief Financial Officer
	

 	

with a copy to:
	

 	

Katten Muchin Rosenman LLP

525 W. Monroe St.

Chicago, Illinois 60661

Attention: Mark D. Wood





        Subject
to the provisions of Section 21, any notice pursuant to this Agreement to be given or made by the Company or by the holder of any Warrant Certificate to or on the Warrant
Agent shall be sufficiently given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company) as
follows: 



	 	Continental Stock Transfer & Trust Company

17 Battery Place

8th Floor

New York NY 10004

Attention: Greg Denman





        Any
notice or demand authorized to be given or made to the registered holder of any Warrant Certificate under this Agreement shall be sufficiently given or made if sent by first-class or
registered mail, postage prepaid, to the last address of such holder as it shall appear on the registers maintained by the Warrant Agent. 


        24.   MODIFICATION
OF AGREEMENT. The Warrant Agent may, without the consent or concurrence of the Warrantholders, by supplemental agreement or otherwise, concur with the
Company in making any changes or corrections in this Agreement that the Warrant Agent shall have been advised by counsel (who may be counsel for the Company) are necessary or desirable to cure any
ambiguity or to correct any defective or inconsistent provision or clerical omission or mistake or manifest error herein contained, or to make any other provisions in regard to matters or questions
arising hereunder and which shall not be inconsistent with the provisions of the Warrant Certificates and which shall not adversely affect the interests of the Warrantholders. As of the date hereof,
this 


14







 



Agreement
(including the exhibits hereto)contains the entire and only agreement, understanding, representation, condition, warranty or covenant between the parties hereto with respect to the matters
herein, supersedes any and all other agreements between the parties hereto relating to such matters, and may be modified or amended only by a written agreement signed by both parties hereto pursuant
to the authority granted by the first sentence of this Section. 


        25.   SUCCESSORS.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder. 


        26.   DELAWARE
CONTRACT. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be construed in accordance with the laws of said State. 



        27.   TERMINATION.
This Agreement shall terminate as of the close of business on the Expiration Date, or such earlier date upon which all Warrants shall have been exercised or
redeemed, except that the Warrant Agent shall account to the Company as to all Warrants outstanding and all cash held by it as of the close of business on the Expiration Date. 


        28.   BENEFITS
OF THIS AGREEMENT. Nothing in this Agreement or in the Warrant Certificates shall be construed to give to any person or corporation other than the Company, the
Warrant Agent, and their respective successors and assigns hereunder and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent, their respective successors and assigns hereunder and the registered holders of the Warrant Certificates. 


        29.   DESCRIPTIVE
HEADINGS. The descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof. 


        30.   COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and
the same instrument. 


(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS) 


15







 

        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. 



	 	 	IGGYS HOUSE, INC.
	

 	
 	
By:	

    
 Name: Joseph J. Fox

Title: Chief Executive Officer





CONTINENTAL STOCK TRANSFER & TRUST COMPANY



	

By:	
 	

    
 Name:

Title:	

 
	

By:	
 	

    
 Name:

Title:	

 




16









 
 

EXHIBIT A    
    
    VOID AFTER 5 P.M. NEW YORK CITY TIME ON                        , 2008
   
    
    CLASS A WARRANTS TO PURCHASE COMMON STOCK    
    



Certificate
number                            Warrants 


 
 

Iggys House, Inc.    
    
    CUSIP 451697 114    
    


THIS CERTIFIES THAT  


or
registered assigns, is the registered holder of the number of Class A Warrants ("WARRANTS") set forth above. Each Warrant, unless and until redeemed by the Company as provided in the Warrant
Agreement, hereinafter more fully described (the "WARRANT AGREEMENT") entitles the holder thereof to purchase from Iggys House, Inc., a corporation incorporated under the laws of the State of
Delaware (the "COMPANY"), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or
after                        , 2007 and before the close of business on
                        , 2008 ("EXPIRATION DATE"), one fully paid and non-assessable share of Common Stock of the Company
("COMMON STOCK") upon presentation and surrender of this Warrant
Certificate,
with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in New York, New York, of Continental Stock Transfer & Trust Company, Warrant
Agent of the Company ("WARRANT AGENT") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as
defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the
Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $7.50. The number and kind of securities or other property for which the Warrants are exercisable are
subject to adjustment in certain events, such as mergers, splits, stock dividends, splits and the like, to prevent dilution. The Company may redeem any or all outstanding and unexercised Warrants by
giving not less than 30 days prior notice at any time after the date on which closing price of the Common Stock on the principal exchange or trading facility on which it is traded has equaled
or exceeded $9.00 per share on each of ten consecutive trading days. The Redemption Price is one cent ($0.01) per Warrant, subject to adjustment in the event of any stock split, stock dividend or the
like. All Warrants not theretofore exercised will expire on the Expiration Date. 


This
Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of            , 2007, between the Company and the Warrant Agent, to all of
which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof
and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the
Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at
Iggys House, Inc., One South Wacker Dr., Suite 1900, Chicago, IL 60606, Attention: Chief Financial Officer (until another address is filed in writing by the Company with the Warrant Agent). 


The
Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants, Common Stock or other securities, but may make provision
therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. 



In
certain cases, the sale of shares of Common Stock by the Company upon exercise of Warrants may violate the securities laws of the United States, certain states thereof or other jurisdictions. The
Company has agreed to use all commercially reasonable efforts (at all times that any shares of Common Stock are listed on any national securities exchange) to cause a registration statement to 







 



continue
to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to
cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of Warrants if, in the opinion of the Board of Directors, upon advice of
counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the Company may, but is not required to, purchase Warrants submitted for exercise for a cash price equal to the
difference between the market price of the securities obtainable upon such exercise and the exercise price of such Warrants. 


This
Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate
offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so
surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or
Certificates evidencing the number of Warrants not so exercised. 


No
holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such,
any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to
any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock, reclassification of
stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in
the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable
upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. 


If
this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of
the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the
date of the reopening of said transfer books. 


Every
holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that: 


        (a)   this
Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and 


        (b)   the
Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any
notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this
Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by
the holder of this Warrant Certificate at the time of surrender. 



This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. 


(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS) 


2







 

WITNESS
the facsimile signatures of the proper officers of the Company and its corporate seal. 


Dated:                              



 
 

IGGYS HOUSE, INC.    
    


By:                                       
          

Name:

Title: President 


Attest:                                       
          


Secretary 


Countersigned:  


Continental
Stock Transfer & Trust Company Warrant Agent 


By:                                       
  Authorized
Officer 


3







 
 

FORM OF EXERCISE
  (To be executed upon exercise of Warrant)    
    


	To:
	Iggys
House, Inc. 



The
undersigned, pursuant to the provisions set forth in the attached Warrant Certificate, hereby irrevocably elects to exercise the right of purchase represented thereby, and hereby agrees to
subscribe for and to purchase shares of the Common Stock of Iggys House, Inc.. ("Common Shares"), as provided for therein, and tenders herewith payment of the purchase price in full by wire
transfer of good funds, or by certified or bank cashier's check, in the amount of $                        . 


Please
issue a certificate or certificates for such Common Shares in the name of the undersigned. If the number of Common Shares purchased hereby shall not be all the Common Shares purchasable under
the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of the undersigned for the balance remaining of the Common Shares purchasable thereunder. 



	Name:	 	                                        
             
	 	 	(Please Print Name and Address)
	 	 	 
	Address:	 	                                        
             
	 	 	 
	 	 	                                        
             
	 	 	 
	Signature:	 	                                        
             
	 	 	Note: This above signature must correspond with the name of the face of this Warrant Certificate or with the name of the assignee appearing in the assignment form below.
	 	 	 
	Date:	 	                                        
             
	 	 	The signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program), pursuant to S.E.C. Rule
17Ad-15.










 
 

FORM OF ASSIGNMENT
  (TO BE SIGNED ONLY UPON ASSIGNMENT)    
    


FOR
VALUE RECEIVED, the undersigned Registered Holder (                        ) 


                                        
                                          
              


(Please insert social security or other identification number of Registered Holder) 


hereby
sells, assigns and transfers unto 


                                        
                                          
    

(Please Print Name and Address including Zip Code) 



Class A
Warrants evidenced by the within Warrant Certificate, and irrevocably constitutes and appoints                      attorney to transfer
this Warrant Certificate on the books of Iggys
House, Inc. with the full power of substitution in the premises. 


Dated:                                       
 



Signature:  


                                        
                                          
                                      


(Signature must conform in all respects to the name of Registered Holder as specified on the face of this Warrant Certificate in every particular, without alteration or any change whatsoever, and the
signature must be guaranteed in the usual manner.) 


Signatures Guaranteed:  


                                        
                                          
                                      


The signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program),
pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 









 
 

EXHIBIT B    
    


VOID AFTER 5 P.M. NEW YORK CITY TIME ON                        , 2010  


  
 

    CLASS B WARRANTS TO PURCHASE COMMON STOCK    
    


Certificate
number                           Warrants 


Iggys House, Inc.  


 CUSIP 451697 122


THIS CERTIFIES THAT


or
registered assigns, is the registered holder of the number of Class B Warrants ("WARRANTS") set forth above. Subject to the terms of the Warrant Agreement, hereinafter more fully described
(the "WARRANT AGREEMENT"), each Warrant entitles the holder thereof to purchase from Iggys House, Inc., a corporation incorporated under the laws of the State of Delaware 


(the
"COMPANY"), subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or
after                        , 2007 and before the close of business on
                        , 2010 ("EXPIRATION DATE"), one fully paid and non-assessable share of Common Stock of the Company
("COMMON STOCK") upon presentation and surrender of this Warrant
Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in New York, New York, of Continental Stock Transfer & Trust
Company, Warrant Agent of the Company ("WARRANT AGENT") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the
Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to
the order of the Company. Each Warrant initially entitles the holder to purchase one share of Common Stock for $9.00. The number and kind of securities or other property for which the Warrants are
exercisable are subject to adjustment in certain events, such as mergers, splits, stock dividends, splits and the like, to prevent dilution. Beginning
on                        , 2007, the Company may redeem
any or all outstanding and unexercised warrants by giving not less than 30 days' prior written notice at any time after the date on which closing price of the Common Stock on the principal
exchange or trading facility on which it is traded has equaled or exceeded $12.00 per share on each of ten consecutive trading days. The Redemption Price is one cent ($0.01) per Warrant, subject to
adjustment in the event of any stock split, stock dividend or the like. All Warrants not theretofore exercised will expire on the Expiration Date. 



This
Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of            , 2007, between the Company and the Warrant Agent, to all of
which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof
and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the
Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at
Iggys House, Inc., One South Wacker Dr., Suite 1900, Chicago, IL 60606, Attention: Chief Financial Officer (until another address is filed in writing by the Company with the Warrant Agent). 


The
Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants, Common Stock or other securities, but may make provision
therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. 


In
certain cases, the sale of shares of Common Stock by the Company upon exercise of Warrants may violate the securities laws of the United States, certain states thereof or other jurisdictions. The
Company has agreed to use all commercially reasonable efforts (at all times that any shares of 







 



Common
Stock are listed on any national securities exchange) to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the
Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Company will not be
required to honor the exercise of Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful. In certain cases, the
Company may, but is not required to, purchase Warrants submitted for exercise for a cash price equal to the difference between the market price of the securities obtainable upon such exercise and the
exercise price of such Warrants. 


This
Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate
offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so
surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or
Certificates evidencing the number of Warrants not so exercised. 


No
holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such,
any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to
any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock, reclassification of
stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in
the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable
upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. 


If
this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of
the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the
date of the reopening of said transfer books. 


Every
holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that: 


        (a)   this
Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and 


        (b)   the
Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any
notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this
Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by
the holder of this Warrant Certificate at the time of surrender. 


This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. 


(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS) 


2








        WITNESS
the facsimile signatures of the proper officers of the Company and its corporate seal. 


Dated:                              



 
 

IGGYS HOUSE, INC.    
    


By:                                       
          

Name:

Title: President 


Attest:                                       
          

Secretary 


Countersigned:  


Continental
Stock Transfer & Trust Company Warrant Agent 


By:                                       
  Authorized
Officer 







 
 

FORM OF EXERCISE
  (To be executed upon exercise of Warrant)    
    


	To:
	Iggys
House, Inc. 





The
undersigned, pursuant to the provisions set forth in the attached Warrant Certificate, hereby irrevocably elects to exercise the right of purchase represented thereby, and hereby agrees to
subscribe for and to purchase shares of the Common Stock of Iggys House, Inc.. ("Common Shares"), as provided for therein, and tenders herewith payment of the purchase price in full by wire
transfer of good funds, or by certified or bank cashier's check, in the amount of $                        . 


Please
issue a certificate or certificates for such Common Shares in the name of the undersigned. If the number of Common Shares purchased hereby shall not be all the Common Shares purchasable under
the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of the undersigned for the balance remaining of the Common Shares purchasable thereunder. 



	Name:	 	                                        
             
	 	 	(Please Print Name and Address)
	 	 	 
	Address:	 	                                        
             
	 	 	 
	 	 	                                        
             
	 	 	 
	Signature:	 	                                        
             
	 	 	Note: This above signature must correspond with the name of the face of this Warrant Certificate or with the name of the assignee appearing in the assignment form below.
	 	 	 
	Date:	 	                                        
             
	 	 	The signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program), pursuant to S.E.C. Rule
17Ad-15.










 
 

FORM OF ASSIGNMENT
  (TO BE SIGNED ONLY UPON ASSIGNMENT)    
    


FOR
VALUE RECEIVED, the undersigned Registered Holder (                        ) 


                                        
                                          
              


(Please insert social security or other identification number of Registered Holder) 


hereby
sells, assigns and transfers unto 


                                        
                                          
    

(Please Print Name and Address including Zip Code) 



Class B
Warrants evidenced by the within Warrant Certificate, and irrevocably constitutes and appoints                      attorney to transfer
this Warrant Certificate on the books of Iggys
House, Inc. with the full power of substitution in the premises. 


Dated:                                       
 



Signature:  


                                        
                                          
                                      


(Signature must conform in all respects to the name of Registered Holder as specified on the face of this Warrant Certificate in every particular, without alteration or any change whatsoever, and the
signature must be guaranteed in the usual manner.) 


Signatures Guaranteed:  


                                        
                                          
                                      


The signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program),
pursuant to S.E.C. Rule 17Ad-15. 











QuickLinks


WARRANT AGREEMENT


EXHIBIT A VOID AFTER 5 P.M. NEW YORK CITY TIME ON , 2008 CLASS A WARRANTS TO PURCHASE COMMON STOCK

Iggys House, Inc. CUSIP 451697 114

IGGYS HOUSE, INC.

FORM OF EXERCISE (To be executed upon exercise of Warrant)

FORM OF ASSIGNMENT (TO BE SIGNED ONLY UPON ASSIGNMENT)


EXHIBIT B

CLASS B WARRANTS TO PURCHASE COMMON STOCK

IGGYS HOUSE, INC.

FORM OF EXERCISE (To be executed upon exercise of Warrant)

FORM OF ASSIGNMENT (TO BE SIGNED ONLY UPON ASSIGNMENT)