0001127855-12-000450 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 27th, 2012 • ECO Building Products, Inc. • Retail-nonstore retailers • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 13, 2012, between Eco Building Products, Inc., a Colorado 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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SUBSIDIARY GUARANTEE
Subsidiary Guarantee • August 27th, 2012 • ECO Building Products, Inc. • Retail-nonstore retailers • New York

SUBSIDIARY GUARANTEE, dated as of August 13, 2012 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Eco Building Products, Inc., a Colorado corporation (the “Company”) and the Purchasers.

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