0001615774-16-004570 Sample Contracts

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 22nd, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers

This Second Amendment shall be a part of the Lease Agreement with an effective date of August 1, 2011, between DART CONTAINER OF MICHIGAN LLC, a Michigan limited liability company (“Landlord”), and XG SCIENCES, INC., a Michigan corporation (“Tenant”), covering the premises known as Lot 29, Oakwood Executive Park, more commonly known as 3101 Grand Oak Drive, Lansing, Michigan 48911. The Lease Agreement has a Commencement Date of September 1, 2011, and has a Termination Date of August 31, 2021.

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XG SCIENCES, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • March 22nd, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers

XG Sciences, Inc., a Michigan corporation (the "Company") is selling in this offering (this “Offering”) up to $24,000,000 in shares of its common stock, no par value per share, at $8 per share (the “Shares”) to investors pursuant to that certain registration statement on Form S-1, as filed with the Securities and Exchange Commission and effective as of _____________ __, 2016.

EMPLOYMENT AGREEMENT
Employment Agreement • March 22nd, 2016 • Xg Sciences Inc • Plastic materials, synth resins & nonvulcan elastomers • Michigan

THIS AGREEMENT (“Agreement”) is made this 16th day of December, 2013 by and between XG Sciences, Inc. a Michigan corporation (“XGS” or the “Employer” and collectively with any entity that is wholly or partially owned by XGS, the “Company”) located at 3101 Grand Oak Drive, Lansing, MI 48911 and Philip L. Rose, (“Executive”), an individual who resides at 1628 Ashford Oaks Ct., Wildwood, MO 63038.

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