GreenHouse Holdings, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 24th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2011, between Greenhouse Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT GREENHOUSE HOLDINGS, INC.
GreenHouse Holdings, Inc. • February 24th, 2011 • Retail-miscellaneous retail

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenhouse Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 4th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of October __, 2011, by and among GreenHouse Holdings, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2010 • Custom Q Inc • Retail-miscellaneous retail

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and effective as of January 7, 2010 (the “Effective Date”), between GreenHouse Holdings, Inc. (the “Company”), and ___________________, an individual (the “Executive”).

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SECURITY AGREEMENT
Security Agreement • November 4th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • New York

THIS SECURITY AGREEMENT (the “Agreement”) is made as of October , 2011 by and among GreenHouse Holdings, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature pages hereto and their respective endorsees, transferees and assigns (each a “Secured Party” and, collectively, the “Secured Parties”).

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AGREEMENT AND PLAN OF MERGER dated as of December 1, 2011 among PREMIER ALLIANCE GROUP, INC., GHH ACQUISITION COMPANY, INC. AND GREENHOUSE HOLDINGS, INC.
Agreement and Plan of Merger • December 7th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 1, 2011, by and among PREMIER ALLIANCE GROUP, INC., a Delaware corporation (“Premier”), GHH ACQUISITION COMPANY, INC. a Nevada corporation (“Merger Sub”) and GREENHOUSE HOLDINGS, INC., a Nevada corporation (“GHH”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 27th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into and effective (the “Effective Date”) as of the closing date of the acquisition by GreenHouse Holdings, Inc. (the “GHI”) of Control Engineering, Inc. (the “Company”), as between the Company and David Lautner, an individual (the “Executive”).

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Greenhouse Holdings, Inc.
Letter Agreement • November 4th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail
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LOCK-UP AGREEMENT
Lock-Up Agreement • May 27th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • Nevada

This LOCK-UP AGREEMENT (the “Agreement”) is entered into and effective as of the date of the acquisition (“Effective Date”) by and between GREENHOUSE HOLDINGS, INC., a Nevada corporation (the “Company”) of Control Engineering, Inc. (“CEI”) between the Company and DAVID LAUTNER and CARLOS CARRILLO (each, including their successors and assigns, a “Shareholder” and collectively, the “Shareholders”).

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E-Fuel Limited Exclusive Distributor Agreement
Limited Exclusive Distributor Agreement • January 13th, 2010 • Custom Q Inc • Retail-miscellaneous retail • California

This Agreement, effective 1/14/09 between E-Fuel Corporation, a California Corporation having its principal office located at 15466 Los Gatos Blvd., #37, Los Gatos. CA 95032 (hereinafter referred to as E-Fuel) and Green House (Distributor), an California Corporation with his principal address at 5171 Santa Fe St. Suite I, S.D., CA 92109

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Artanis LLC, dba OceanSafe Greenport.NY 11944
GreenHouse Holdings, Inc. • March 31st, 2011 • Retail-miscellaneous retail

Furnish only F.O.B., taxes included, material to complete the work as described in section 2, of this document. This Contract represents the entire agreement between the parties and supersedes and voids any prior proposals or agreements relating to the work designated herein. This Contract is job specific and takes precedence over Supplier generated forms including but not limited to Credit and Guaranty agreements, delivery tickets, work tickets, invoices, etc. It is expressly agreed by Supplier and Purchaser that any work ticket, delivery ticket, or other document signed by Purchaser's personnel are solely for the purpose of acknowledging the labor, material, equipment or services rendered. The terms and conditions of this Contract supersede and take precedence over any terms and conditions contained on such work ticket, or the like. Any terms and conditions on such work tickets, delivery tickets, or the like that conflict with this Contract are rendered null and void.

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Hallmark Investments, Inc.
Letter Agreement • January 13th, 2010 • Custom Q Inc • Retail-miscellaneous retail • New York

This letter agreement (this "Agreement") confirms our understanding that R Squared Contracting, Inc., (Green House or the Company), a Delaware corporation, and its affiliates, ("Green House" or the "Company"), have decided to engage Hallmark Investments, Inc., (the "Placement Agent") to act as a placement agent on a non­exclusive basis in connection with a private placement by the Company or its affiliates of equity securities (the "Securities") on a "best efforts" basis in equity securities up to an aggregate offering of approximately Five million dollars ($5,000,000.00). Unless earlier terminated as provided for under Section 6 herein, this Agreement shall be effective for a period commencing September 21, 2009 and ending on______,__, 2010.

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PREMIER ALLIANCE GROUP ENTERS INTO AGREEMENT TO ACQUIRE GREENHOUSE HOLDINGS, INC.
Enters Into Agreement • December 7th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail

On December 1, 2011, Premier Alliance Group, Inc. (OTCBB: PIMO) entered into an Agreement and Plan of Merger with GreenHouse Holdings, Inc. (OTCBB: GRHU). Under the Agreement, GreenHouse would merge with a newly formed subsidiary of Premier and become a wholly owned subsidiary of Premier.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 5th, 2009 • Custom Q Inc • Retail-miscellaneous retail • Nevada

This Subscription Agreement sets forth the terms under which the undersigned ("Subscriber") will invest in Custom Q, Inc. (the "Corporation”), a Nevada corporation. This Subscription is one of a limited number of subscriptions for up to 400,000 shares of common stock, subject to increase at our option, at a price of $0.10 per share (the “Shares” or the “Securities”). This is a “best efforts/no minimum” offering.

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ADDENDUM TO AGREEMENT AND PLAN OF SHARE EXCHANGE
Agreement and Plan of Share Exchange • September 14th, 2010 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • Nevada

This ADDENDUM (the “Addendum”) dated September 1, 2010, amends and is made a part of that certain Agreement and Plan of Share Exchange (“Agreement”), dated July 21, 2010, by and between GREENHOUSE HOLDINGS, INC., a publicly-owned Nevada corporation (“GreenHouse”), GREEN HOUSE HOLDINGS, INC., a Nevada corporation and wholly-owned subsidiary of GreenHouse (“GHH”), BILLY C. JONES a resident of the state of North Carolina (“Jones”), LIFE PROTECTION, INC., a North Carolina corporation (“Life Protection”) and each of the shareholders of Life Protection (the “Life Protection Shareholders”, and together with Life Protection and Jones, the “Sellers”). (GreenHouse, GHH, Life Protection, Life Protection Shareholders, and Jones are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”). Capitalized terms used herein but not separately defined shall have the meanings ascribed to such terms in the Agreement.

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • January 13th, 2010 • Custom Q Inc • Retail-miscellaneous retail • Nevada

THIS SECURITIES EXCHANGE AGREEMENT (hereinafter referred to as the “Agreement”), is entered into as of this 20th day of September, 2009 (the “Closing Date”), by and among GREEN HOUSE HOLDINGS, INC., a Nevada corporation (“GHH”), R Squared Contracting, Inc. d/b/a “Green House Builders”, a California corporation (“R Squared”) and all of the equity holders of R Squared set forth on the signature page hereof (the “R Squared Shareholders”) collectively referred to as the “Parties” and individually as a “Party.”)

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AGREEMENT AND PLAN OF SHARE EXCHANGE
Agreement and Plan of Share Exchange • July 23rd, 2010 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • Nevada

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of this 21st day of July, 2010, by and between, GREENHOUSE HOLDINGS, INC., a publicly-owned Nevada corporation (“GreenHouse”), GREEN HOUSE HOLDINGS, INC., a Nevada corporation and wholly-owned subsidiary of GreenHouse (“GHH”), BILLY C. JONES a resident of the state of North Carolina (“Jones”), LIFE PROTECTION, INC., a North Carolina corporation (“Life Protection”) and each of the shareholders of Life Protection (the “Life Protection Shareholders”, and together with Life Protection and Jones, the “Sellers”). (GreenHouse, GHH, Life Protection, Life Protection Shareholders, and Jones are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”).

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Green House Holdings, Inc. , a Nevada corporation RSquared Contracting, Inc. , a California corporation GreenHouse Soluciones, S. A. , a Mexican company
GreenHouse Holdings, Inc. • February 14th, 2011 • Retail-miscellaneous retail
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SUBSCRIPTION AGREEMENT CONVERTIBLE PROMISSORY NOTE
Subscription Agreement • January 13th, 2010 • Custom Q Inc • Retail-miscellaneous retail • California
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Contract
Agreement and Plan of Share Exchange • January 13th, 2010 • Custom Q Inc • Retail-miscellaneous retail • Nevada

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of this 7th day of January, 2010, by and among, CUSTOM Q, INC., a publicly-owned Nevada corporation (“Custom Q”), GREEN HOUSE HOLDINGS, INC., a Nevada corporation (“Green House”) and the Shareholders of Green House on the signature page hereof (the “Green House Holders”). (Custom Q, Green House, and the Green House Holders are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”)

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AGREEMENT AND PLAN OF SHARE EXCHANGE dated as of May 19, 2011 by and among GREENHOUSE HOLDINGS, INC., CONTROL ENGINEERING, INC., DAVID LAUTNER and CARLOS CARRILLO
Agreement and Plan of Share Exchange • May 27th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • New York

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of this 19th day of May, 2011, by and among GreenHouse Holdings, Inc., a Nevada corporation (“GreenHouse”), Control Engineering, Inc., a Delaware corporation (the “Company”), David Lautner and Carlos Carrillo, each an individual in his capacity as a shareholder of Company (collectively, the “Company Holders”). (GreenHouse, the Company and the Company Holders are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”). Capitalized terms used and not otherwise defined herein have the meanings given to them in Article 11.

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CONSULTING AND SERVICES AGREEMENT
Consulting and Services Agreement • February 14th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail • California

THIS CONSULTING AND SERVICES AGREEMENT (this “Agreement”) dated as of June ___, 2010 (“Effective Date”) is entered into by and between GreenHouse Holdings, Inc., a publicly-owned Nevada corporation (the “Company”), GreenHouse Soluciones [Sociedad Anonima], a corporation formed under the laws of Mexico and wholly-owned subsidiary of the Company (“GreenHouse-Mexico”) and Viego Solutions, S. de R.L. de C.V., a corporation formed under the laws of Mexico (the “Contractor”). The Company, GreenHouse-Mexico and the Contractor may be referred to herein individually as a “Party” or collectively as the “Parties”.

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AMENDMENT AGREEMENT
Amendment Agreement • February 24th, 2011 • GreenHouse Holdings, Inc. • Retail-miscellaneous retail

THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of February 18, 2011 is entered into by and between Greenhouse Holdings, Inc., a Nevada corporation (the “Company”) and each of the purchasers holders identified on the signature pages hereof (the “Purchasers”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

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