12% CONVERTIBLE NOTEConvertible Note • July 31st, 2013 • Alterrus Systems Inc. • Miscellaneous manufacturing industries • British Columbia
This Note has been entered into pursuant to the terms of a Subscription Agreement between the Borrower and the Holder, dated of even date herewith, and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms not defined in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
DEFINITIVE TRANSACTON AGREEMENTDefinitive Transaction Agreement • July 31st, 2013 • Alterrus Systems Inc. • Miscellaneous manufacturing industries • Alberta
NOW THEREFORE, in consideration of the covenants and agreements contained herein the Parties covenant and agree with each other as follows:
ContractConvertible Note Agreement • July 31st, 2013 • Alterrus Systems Inc. • Miscellaneous manufacturing industries • British Columbia
NEITHER THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS CONVERTIBLE NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.
LOAN AGREEMENTLoan Agreement • July 31st, 2013 • Alterrus Systems Inc. • Miscellaneous manufacturing industries • British Columbia
LOCAL GARDEN VANCOUVER INC., a company under the Business Corporations Act of British Columbia (BC0931345) c/o 120 Columbia Street, Vancouver, BC, V6A 3Z8;
