ContractNote Purchase Agreement • August 9th, 2012 • Q Lotus Holdings Inc • Services-business services, nec
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW AND WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE O
TRUST INDENTURE by and between U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent and Q LOTUS HOLDINGS, INC. Dated as of July 1, 2012Trust Indenture • August 9th, 2012 • Q Lotus Holdings Inc • Services-business services, nec • New York
THIS TRUST INDENTURE (the “Trust Indenture”) is made and entered into as of July 1, 2012, by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association existing under and by virtue of the laws of the United States (“U.S. Bank”) with corporate trust powers and qualified to accept trusts of the type herein set forth (in such capacity, the “Trustee” and the “Collateral Agent”) and Q LOTUS HOLDINGS, INC., a Nevada corporation (the “Issuer”).
