0001144204-13-049337 Sample Contracts

PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENT WITH MONARCH BAY SECURITIES, LLC PLACEMENT AGENT AND ADVISORY SERVICES AGREEMENT
Placement Agent and Advisory • September 5th, 2013 • Vinyl Products, Inc. • Retail-lumber & other building materials dealers • California

This Placement Agent and Advisory Services Agreement (this "Agreement") is made as of May 1, 2012 (the “Effective Date”), by and between Vinyl Products, Inc. a Nevada corporation (together with its subsidiaries, the "Company"), and Monarch Bay Associates, LLC, a California limited liability company ("MBA"). MBA and the Company agree as follows:

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • September 5th, 2013 • Vinyl Products, Inc. • Retail-lumber & other building materials dealers • California

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of June 14, 2013, by and among VINYL PRODUCTS, INC., a Nevada corporation (the “Company”) and the investors set forth on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).

SECURITY AGREEMENT
Security Agreement • September 5th, 2013 • Vinyl Products, Inc. • Retail-lumber & other building materials dealers • California

THIS SECURITY AGREEMENT (this “Agreement”), dated as of June 14, 2013, by and among VINYL PRODUCTS, INC., a Nevada corporation with an address at 5000 Birch, Suite 4800, Newport Beach, California 92660 (the “Company”) and the persons set forth on Schedule A hereto (the “Secured Parties”), who are purchasers of the Company’s Senior Secured Promissory Notes (the “Notes”).

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