0001019687-12-004268 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 23rd, 2012 • Urban Ag. Corp. • Surgical & medical instruments & apparatus • Georgia

This Employment Agreement ("Agreement") is made as of the 2nd day of November, 2011 by and between Urban AG Corp. located in Danvers, Ma. Incorporated under the laws of the State of Delaware (the "Company"), and Billy V. Ray, Jr. through H2 Technologies LLC thereinafter, the "Executive") a resident of Georgia.

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STOCK PURCHASE AGREEMENT By and among CCS Environmental World Wide as the Seller, Urban Ag Corporation (AQUM.pk) as the, Buyer As of November 7, 2011
Stock Purchase Agreement • November 23rd, 2012 • Urban Ag. Corp. • Surgical & medical instruments & apparatus • Massachusetts

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October , 2011, is entered into by and among CCS Environmental World Wide Corporation "CCS" (the "Corporation" or the "SELLER"), a Delaware Corporation (the "Corporation") Uraban Ag Corporation , a Delaware corporation (the "BUYER").

SECURED PROMISSORY NOTE AND CONVERTIBLE PREFERRED STOCK
Secured Promissory Note and Convertible Preferred Stock Purchase Agreement • November 23rd, 2012 • Urban Ag. Corp. • Surgical & medical instruments & apparatus

This Secured Promissory Note and Convertible Preferred Stock Purchase Agreement (this "Agreement"), is made this 12th day of January, 2012, by and between (i) Urban Ag. Corp., a Delaware corporation (the "Company") and (ii) Peter S. Johnson, Esq. as Trustee of the Magliochetti Family 2009 Trust DTD 1/12/09 (the "Investor").

LOAN PURCHASE & SALE AGREEMENT
Loan Purchase & Sale Agreement • November 23rd, 2012 • Urban Ag. Corp. • Surgical & medical instruments & apparatus • Massachusetts

THIS LOAN PURCHASE & SALE AGREEMENT (this "Agreement") is entered into as of January 11, 2012, by and between SUMMITBRIDGE CREDIT INVESTMENTS LLC with offices at 1700 Lincoln St., Suite 2150, Denver, Colorado 80203, as Seller ("Seller") and URBAN AG CORPORATION, a Delaware corporation, as Buyer ("Buyer").

FACTORING AND SECURITY AGREEMENT
Factoring and Security Agreement • November 23rd, 2012 • Urban Ag. Corp. • Surgical & medical instruments & apparatus

THIS FACTORING AND SECURITY AGREEMENT is made as of February 29 , 2012 by and between CCS Environmental Worldwide Inc., a Delaware Corporation, CSS Environmental Services Inc., a Delaware Corporation, Commonwealth Contracting Services LLC, a Massachusetts limited liability company, and CCS Special Projects LLC, a Massachusetts limited liability company (each a "Seller") and Midland American Capital Corporation, a Nevada corporation ("Purchaser").

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