SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 28th, 2016 • Greenhouse Solutions, Inc. • Wholesale-misc durable goods • New York
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 18, 2016 (the "Effective Date"), is entered into by and between GREENHOUSE SOLUTIONS INC., a Nevada corporation (the "Company"), and SBI INVESTMENTS LLC, 2014-1, a statutory series of Delaware limited liability company (the "Buyer").
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE INTO HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Greenhouse Solutions, Inc. • November 28th, 2016 • Wholesale-misc durable goods • New York
THIS 8% CONVERTIBLE PROMISSORY NOTE (the "Note") is a duly authorized and validly issued convertible promissory note of Greenhouse Solutions Inc., a Nevada corporation (the "Company"), issued on November 18, 2016 (the "Original Issue Date"), and such Note is due on November 18, 2017 (the "Maturity Date").
SERIES A COMMON STOCK PURCHASE WARRANT GREENHOUSE SOLUTIONS INC.Greenhouse Solutions, Inc. • November 28th, 2016 • Wholesale-misc durable goods
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, SBI INVESTMENTS LLC, 2014-1 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 November 18, 2016 (the "Initial Exercise Date") and on or prior to the close of business on the two (2) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Greenhouse Solutions Inc., a Nevada corporation (the "Company"), up to 150,000 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).
