GRPX Greenplex Services Inc (PK)

ITEM 1.01  Entry into a Material Definitive Agreement

Service and Consulting Agreement

On April 7, 2015, GreenPlex Services, Inc., ("GreenPlex") entered into an Equipment Rental, Infrastructure Build Out, Staffing Services and Consulting Agreement with Walla Walla Grow LLC, (WWG) an unrelated party.  The agreement calls for Greenplex to undertake the construction of a Washington State Initiative 502 Tier 2 outdoor marijuana growing operation near the town of Washtucna, WA.  The projected cost of the project is $300,000.  Monthly payment to GreenPlex from WWG will begin in January of 2016 and continue for a period of 120 months.  The monthly payment schedule will be finalized when the project has been completed.

Shares Purchased

On April 9, 2015, GreenPlex entered into a definitive stock purchase agreements with one unaffiliated accredited investors who collectively purchased 666,667 shares of restricted common stock at $0.15 per share for an aggregate of $100,000.  In addition to the issuance of the restricted common stock, the company issued 333,333 three year stock purchase warrants which have an exercise price of $0.40 per share.

If at any time after April 9, 2016, the first anniversary of the close of the private offering in which this Warrant was acquired by Holder, the common stock of the Company trades and closes at a price of more than $.50 per share (as adjusted for share splits, recapitalizations or other similar adjustments) for more than 20 consecutive trading days and the resale of the Warrant Stock is covered by a then-current registration statement, then any outstanding Warrants shall become callable, in whole or in part, at $.01 at the discretion of the Company, upon ten (10) days prior written notice (the “Notice Period”) given to the Holder within five business days immediately following the end of such twenty (20) trading day period.

There were no fees, commissions or professional fees for services rendered in connection with the sale of the common stock and warrants.  The transaction was arranged and undertaken by the officers of GreenPlex.

ITEM 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 1.01 above is hereby incorporated by reference.

ITEM 3.02.  Unregistered Sales of Securities.

On April 9, 2015, Greenplex Services, Inc. (“GreenPlex”) entered into a definitive stock purchase agreements with one unaffiliated accredited investors who collective purchased 666,667 unregistered shares of Par Value ($0.0001) common stock from its treasury at $0.15 per share in exchange for a total of $100,000 cash.  In addition to the issuance of the restricted common stock, the company issued 333,333 three year stock purchase warrants which have an exercise price of $0.40 per share.  The Company sold these restricted shares to further capitalize the Company in order to pay operating expenses and to assist in executing it business plan.

GreenPlex is relying on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for sales to “accredited investors” (as such term is defined in Rule 501 of Regulation D).  Each purchaser has represented to the Company that they are an “accredited investor.”  We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation, general advertising involved in the offer or sale and no fees were paid in connection with the transaction.

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ITEM 9.01  Financial Statements and Exhibits

(c) Exhibits:

SIGNATURE(S)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Greenplex Services, Inc. (Registrant)

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EXHIBIT 10.1

EQUIPMENT RENTAL, INFRASTRUCTURE BUILD OUT,

STAFFING SERVICES and CONSULTING AGRREMENT

THIS AGREEMENT is made and entered into this 7^th day of April, 2015 by and between Greenplex Services, Inc. a Company domiciled in the state of Nevada (“Greenplex"), whose address is 2525 East 29^th Ave., Suite. 10-B, Spokane, WA 99223 Spokane, WA 99223 (“Greenplex”), and Michael Coyne (“Coyne’), as an individual, whose address is 2910 East 57^th Avenue, Suite 5, Spokane, WA 99223, who owns an option to purchase all, right, title and interest in Walla Walla Grow LLC, a Limited Liability Company domiciled in the State of Washington (“WWG”), whose address is 602 SW 12th Street, College Place, Washington 99324.  The option to purchase WWG cannot be exercised until final approval has been granted by the State of Washington.  Collectively Greenplex, Coyne and WWG shall be called the (“Parties”).

WITNESSETH:

Whereas, Greenplex is a full service cannabis consulting group, financial provider, infrastructure provider, an integrated engineering and construction management company that specializes in designing and constructing build-to suit turn-key outdoor cannabis growing facilities, including equipment, security systems, instruments and services available to assist WWG with its build out for an I-502 cannabis producer operation (the "Business").  WWG has leased commercial property located at Parcel “B”, 1891 East Lee Road, Washtucna, WA 99371, in Adams County, State of Washington and desires to utilize equipment owned by Greenplex, infrastructure build-out services provided by Greenplex, labor staffing services and utilize the consulting services of Greenplex to facilitate initiating and conducting the Business.

In consideration providing a series of services, infrastructure build-out components and the necessary equipment required to have an operational facility, as outlined on Exhibit “B”, WWG agrees to the  following terms and conditions:

I.  SERVICES AND ASSETS TO BE PROVIDED

A.

General Services: Greenplex hereby agrees to provide the below services related to the design and construction of a custom outdoor marijuana growing facility which is consistent with I-502 regulations for the state of Washington to accommodate a Tier 2 facility that has the ability to grow up to 7,000 sq. ft. of marijuana canopy on a property commonly known as the Washtucna Property, Parcel “B”, 1891 East Lee Road, Washtucna, WA 99371, in Adams county, State of Washington, which property description set forth in Exhibit "A" attached hereto and by this reference made a part hereof.

B.

Specific Services: Greenplex agrees to provide WWG with the following services with respect to the Business (collectively referred to as the "Services"):

1)

Initial Consultation

a)

Analysis of available land and required existing infrastructure

b)

Design process (drawings and blue prints)

c)

Architectural design work

d)

Design of growing facility and physical layout drawings

e)

Electrical drawings

f)

Plumbing and irrigation drawings

g)

Planning and permits acquisition from Adams County, WA.

2)

General Contracting and Infrastructure Build Out

a)

Working with local companies to provide the best bids possible for the job    b)  Oversight while construction takes place

c)

Project and construction management

d)

Weekly meetings to go over progress reports

e)

Working with both state and local agencies for any and all compliance

f)

All security fences, buildings and grow areas to be constructed pursuant to the I-502 regulations mandated by the Liquor Control Board of the state of Washington

3)

Equipment, Materials, Labor and Items to be Provided for Infrastructure Build-out (Exhibit “B”)

a)

Assess all equipment needs and requirements and purchase the required equipment, materials and other infrastructure components necessary to conduct the proposed business

b)

Order and manage all equipment delivery

c)

Oversee the installation of all equipment

d)

Integration and testing of all equipment

e)

Train staff, contractors, or employees

f)

Manage any upgrades or recalls

g)

Replace any broken parts over the life of contract

h)

Time for labor on all equipment

4)

Ongoing Consulting and Technical Support

a)

Training

b)

Onsite oversight of all systems

c)

Monthly maintenance calls

d)

Managing any new rules or laws that would affect any and all work       provided

5)

Other Consulting Services To Be Provided by Greenplex

a)

Cannabis cultivation

b)

Design of growing facility

c)

Selection of security equipment

d)

Strain selection

e)

Sales and marketing plans

f)

Branding

G)

Packaging and extraction optimization

6)

Labor Staffing and Augmentation Services (Exhibit D)

a)

Training of temporary employees to assist in the growing of marijuana, processing of marijuana and packaging of marijuana.  

b)

Hiring and firing decisions

c)

Issue pay checks, withhold payroll taxes, pay unemployment insurance, pay Social Security and pay Workman’s compensation.

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C.

Equipment Rental.  Greenplex agrees to rent to WWG and WWG agrees to rent from Greenplex equipment, replacement parts, additions, and accessories (collectively referred to as the "Equipment") as provided for in an equipment schedule attached to this agreement as Exhibit C.  This Equipment will be on a basis of rent-to-own.  Each schedule constitutes a separate and enforceable rental agreement incorporating all the terms of this agreement.  Should a schedule of the Equipment not be attached, then Greenplex agrees to rent to WWG all the Equipment that WWG requests under this agreement and listed on Exhibit C.  For the avoidance of doubt, Greenplex is entitled to claim depreciation for the Equipment on any local, state, or federal tax returns.

II.  TERMS and RENTAL PAYMENT for EQUIPMENT

A.

Term: The rent for the Equipment and payment for the Services begins on January 1 2016 with a balloon payment, which shall be calculated by multiplying the number of months from the date of the completion of the build out of the WWF facility and delivery of all Equipment (“Commencement Date”) for the project by Greenplex, times the number of months up to December 31, 2015 (“Deferred Payment”).  For purposes of determining the Commencement Date, Greenplex and WWG must agree on a date that the build out of the WWG's premises is completed, but in no case later than May 15, 2015.   The term of this agreement is for one hundred twenty (120) months from the Commencement Date (the "Term").  Greenplex and WWG must mutually agree to extend the Term.   

B.

Rent and Payment.  WWG agrees to pay the following monthly flat fees to Greenplex to rent the Equipment and pay for all of the Services

1)

Payments.  WWG must make subsequent monthly payments of the flat fee in the amount of $12,000 per month, based on the estimated expenditures outlined in Exhibit B.  In the event the expenditure exceed this estimate, the monthly payment will be adjusted accordingly.  After December 31, 2015, all payment will be in advance on the first day of each and every month during the Term.  If Greenplex does not receive the flat fee within five (5) calendar days from the due date or WWG makes a partial payment of the Fee to Greenplex, then WWG agrees to pay to Greenplex a late payment charge equal to five percent (5%) of the amount due.  WWG agrees to pay interest on such late payment and late charge from the due date of the late payment at an interest rate equal to twelve percent (12%).  

2)

Option to Purchase.  Provided that WWG is not in default of this agreement at the time the option to purchase is exercised, WWG may purchase from Greenplex all or some of the Equipment and the leasehold improvements on the land leased by WWG,  at the expiration of the Term, including any renewals for $10,000 and other valuable consideration.  WWG must give Greenplex notice of its intent to purchase any Equipment (the "Option Notice") at least sixty (60) calendar days prior to the expiration of the Term, including any renewals.  WWG must make payment of the Purchase Price prior to the expiration of the Term of this agreement.  WWG may make payment to Greenplex by cash, check, or money order.

3)

Taxes.  WWG must report and pay promptly all taxes, fees and assessments due, imposed, assessed or levied against the Equipment (or purchase, ownership, delivery, leasing, possession, use or operation thereof) or the Services (or any rents or receipts hereunder) by any

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governmental entity or taxing authority during or related to the Term of this agreement (collectively referred to as the "Taxes").  Greenplex will provide WWG notice of the Taxes that Greenplex has been charged and paid, if any. WWG must reimburse Greenplex for the Taxes within thirty (30) calendar days of receiving notice from Greenplex.

4)

Reports.

a)

Liens.  If any tax or other lien attaches to the Equipment, WWG will notify Greenplex in writing, within ten (10) calendar days after WWG becomes aware of the tax or lien.  The notice must include a copy of the tax notice or lien and the location of the Equipment on the date of the notice.  

b)

Location of the Equipment.  WWG will give Greenplex prior written notice of any relocation of the Equipment outside of the premises.  Greenplex may request from WWG the location of any Equipment.

c)

Reporting Damage.  WWG will promptly provide written notice to Greenplex if:  i) any Equipment is lost or damaged (where the estimated repair costs would exceed the lower of ten percent (10%) of the original Equipment cost or ten thousand and 00/100 dollars ($10,000.00); ii) or any Equipment is involved in an accident causing personal injury or property damage.

d)

Access to the Equipment.  After twenty-four (24) hours’ notice from Greenplex (except in cases of emergency, when no notice shall be required), WWG shall permit Greenplex and its agents, employees and contractors access to inspect the Equipment.   Greenplex must use reasonable efforts to minimize interference with WWG's use of the Equipment.  All rights or invocations of a right for Greenplex or its agents to access or inspect the Equipment are contingent on such entry or access being exercised in compliance with Washington state marijuana laws under RCW 69.50 et. sq.  

5)

Delivery and Use.  

a)

Delivery.  The Equipment will be shipped directly from Greenplex's supplier or from Greenplex to the WWG property.  Greenplex agrees to pay all shipping and installation costs.

b)

Use.  WWG will use the Equipment solely in the conduct of the Business and in a manner complying with all applicable laws, regulations, and insurance policies.  For the avoidance of doubt, Greenplex acknowledges that WWG will use the Equipment for marijuana producer operations under Washington state law.  

6)

Maintenance.  

a)

General.  WWG will maintain each unit of the Equipment in good operating order and repair, normal wear and tear expected.  The WWG must maintain the Equipment in accordance with the manufacturer's recommendations.  As a part of the Services, Greenplex agrees to provide training, support, and repairs for the Equipment.  

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b)

Modifications.  Unless the Greenplex permits by written consent, WWG will not attach or install anything on any Equipment that will impair the originally intended function or use of the Equipment.  All additions, parts, supplies, and accessories attached to the Equipment that are not readily removable will become the property of Greenplex.  

7)

Insurance.  WWG agrees, at its own expense, to keep all Equipment insured for such amounts and against such hazards as Greenplex may reasonably require. All such policies shall be with companies, and on terms, reasonably satisfactory to Greenplex.  The insurance must include coverage for damage to or loss of the Equipment, liability for personal injuries, death or property damage.  Greenplex must be named as additional insured with a loss payable clause in favor of Greenplex, as its interest may appear, irrespective of any breach of warranty or other act or omission of WWG. The insurance must provide for liability coverage in an amount equal to at least one million and 00/100 dollars ($1,000,000.00) total liability per occurrence.  WWG agrees to deliver to Greenplex evidence of insurance reasonably satisfactory to Greenplex.

8)

Return of the Equipment.  

a)

General.   WWG may return any of the equipment to the Greenplex.  In addition, WWG agrees to return any of the equipment not purchased from Greenplex upon termination or early termination of this agreement.  WWG agrees to disconnect and return the Equipment and pay for any shipping costs to a location as determined by the Greenplex.  WWG will return each unit of the Equipment in good operating order and repair, normal wear and tear expected.  

b)

Holdover. If upon expiration of this agreement, the WWG does not immediately return the Equipment to the Greenplex or exercise the Option to Purchase; the Equipment will continue to be leased on a month to month basis under the same Fee of this agreement.  During the holdover period, either the Greenplex or WWG may terminate this agreement upon thirty (30) days' written notice to the other party.  

C)

Independent Contractor Relationship.  This agreement does not render Greenplex or any of its employees or agents, an employee, partner, agent of, or joint venture partner with WWG for any purpose.  The WWG is not responsible for withholding taxes with respect to Greenplex's payment for the Services.  The Greenplex has no claim against WWG for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

D)

Default and Remedies.  

1)

Default.  The following occurrences constitute a default by WWG (each an “Event of Default”):

a)

WWG breaches its obligation to pay the Fee or any other sum when due and fails to cure the breach within fifteen (15) calendar days;

b)

WWG breaches any of its insurance obligations under Section 7;

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c)

WWG breaches any of its other obligations and fails to cure that breach within thirty (30) calendar days after written notice from Greenplex;

d)

Any representation or warranty made by WWG in connection with this agreement is false or misleading in any material respect;

e)

WWG becomes insolvent or ceases to do business as a going concern;

f)

If a petition is filed by or against WWG under any bankruptcy or insolvency laws and in the event of an involuntary petition, the petition is not dismissed within forty-five (45) calendar days of the filing date; or

g)

A receiver, trustee, conservator, or liquidator of the WWG of all or a substantial part of its assets is appointed with or without the consent of WWG.

2)

Remedies.  After a default, WWG agrees to return the Equipment pursuant to Section 8 of this agreement.  WWG hereby authorizes Greenplex to peacefully enter any premises where any Equipment may be and take possession of the Equipment, but such access must be exercised in compliance with Washington state marijuana laws under RCW 69.50 et. sq.  Upon default, this agreement is terminated and WWG is not obligated to pay additional Fees or amounts to Greenplex other than amounts already due prior to default of this agreement.    WWG agrees to pay Greenplex's actual attorney's fees incurred in connection with the enforcement, assertion, defense or preservation of Greenplex's rights and remedies under this agreement, or if prohibited by law, such lesser sum as may be permitted. Waiver of any default is not a waiver of any other or subsequent default.  In the event of default WWG agrees to assign, transfer and convey all right, title and interest in the license issued by the state of Washington to an individual or entity designated by Greenplex.

3)

Assignment.  WWG must not sell, transfer, assign, encumber, or sublet any Equipment or the interest of WWG in the Equipment without the prior written consent of Greenplex.  Greenplex may, with the prior written consent of WWG, assign this agreement.  WWG agrees that if WWG receives written notice of an assignment from Greenplex and approves of the assignment, WWG will pay the Fee and all other amounts payable to such assignee or as instructed by Greenplex.   WWG also agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by assignee.  WWG hereby waives and agrees not to assert against any such assignee any defense, set-off, recoupment claim or counterclaim which WWG has or may at any time have against Greenplex for any reason whatsoever.

III.   THE INFRASTRUCTURE BUILD OUT

A)

COMPONENTS

1)

Physical structures.  Greenplex shall construct or purchase one portable building that will be placed inside the designated and secure area.  The building will be utilized by WWG as an office, quarantine area and to house security equipment.  The building shall not be less than 800 sq. ft. in size and be connected to electrical power, sewage and water.  The building shall meet all regulations and specifications of Adam County, State of Washington.  A second

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building will be provided by Greenplex to house equipment, supplies and materials used in the marijuana agriculture business.  This building will be not less than 300 sq. ft. in size.  Water and sewage services will not be required, but electrical power will be provided.

2)

Security Fence.  Greenplex will construct an eight foot high fence around the perimeter of the growing facility.  The security fence will be constructed in accordance with the I-502 regulation and shall be designed in such a fashion that the growing area will not be visible to the general public from outside of the area.  The security fence will have a minimum of one stand of barbed wire as an additional deterrent and as an enhanced security measure.

3)

Light Poles.   Greenplex will be responsible to install light poles in the restricted area for the express purpose of supporting cameras, motion detectors and lighting.

4)

Extraction unit.  Greenplex will be responsible for the purchase and installation of an extraction unit, including training of one or more individuals.  The make and model of the extractor be jointly determined by WWG and Greenplex.

5)

Security System.  Greenplex will purchase and install HD cameras throughout growing facility.  Greenplex will install a complete video surveillance and recording system with camera resolution of at least 640x470 pixels that is IP compatible throughout the growing facility premises and in all building on the property.  The video surveillance and recording system will be monitored and recorded on a 24-hour basis locally and will allow for clear and certain identification of all persons and activities.  

The surveillance system storage device will be secured on-site in an office and housed in a locked cabinet, protecting it from employee tampering or criminal theft.  All recorded images will clearly and accurately display the time and date in accordance with the U.S. National Institute Standards and Technology standards and will be kept on our secured recording device for at least forty-five days.  All image acquisition, video recording, management and monitoring hardware and support systems will operate in accordance with WAC 314-55-083.  

The placement of all cameras by Greenplex will be located in all controlled access areas, security rooms/areas and all points of ingress/egress on the premises.  Fixed camera coverage will be capable of identifying activity occurring within at least twenty feet of all entries and exit points.

6)

Greenplex will either purchase or lease one or more computers necessary to operate the vendor approved traceability software published by BioTrack THC

7)

Greenplex will purchase and install a water system for the growing facility.  The design and construction parameters will be mutually agreed upon by Greenplex and WWG.

IV.   STAFFING SERVICE PROGRAM

A)

Responsibilities of Greenplex

1)

Greenplex will recruit, screen, interview, and assign its employees (“Temporary Employees”) to perform the type of work described agreed to by Greenplex and WWG under Greenplex’s supervision at the location.  

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2)

Pay Temporary Employees’ wages and provide them with the benefits that as Greenplex offers to them.   

3)

Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving Assigned Employees.

4).

Require Employees to sign agreements acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by WWG.

5)

Require Employees to sign confidentiality agreements before they begin their assignments with WWG.

B)

Compensation to Greenplex

1)

For purposes of this agreement the estimated costs for the Temporary Employees will be set at $60,000 and until such time as adequate experienced is gained with regard to the actual operation of the facility.  Therefore, Greenplex and WWG agree that at the end of 2015, they will review the actual expenses related to the Temporary Employees and either adjust the total amount of this contract upward or downward.  At such time as the total amount due to Greenplex from the payment of all cost associated with Temporary Employees during 2015, this amount will used to set the amount of the monthly fee for the remainder of this agreement.  The balloon payment due December 31, 2014 will be adjusted on a one time only bases.  Each year the capital expenditure for Temporary Employees will be adjusted and on a quarterly basis and WWG will reimburse Greenplex at the rate of 115% for all expenses paid by Greenplex to Temporary Employees for the benefit of WWG during any calendar quarter.  Payments by WWG to Greenplex will be made within thirty (30) days after the end of each quarter.

V.  GENERAL

A)

INDEMNIFICATION.  

1)

Indemnification by WWG.  WWG must defend, indemnify, and hold Greenplex  harmless against all liabilities, damages, costs, and expenses, including attorneys’ fees, for personal injury, bodily injury (including death), or personal injury or property damage arising from any negligent or wrongful act or omission of WWG or WWG's employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees while using the Equipment, on or around the Equipment, or arising from any breach of this agreement by WWG. WWG must use legal counsel reasonably acceptable to Greenplex in defense of any action within WWG's defense obligation.

2)

Indemnification by Greenplex. Greenplex must defend, indemnify and hold WWG harmless against all liabilities, damages, costs, and expenses, including attorneys’ fees, for personal injury, bodily injury (including death), or property damage arising from any negligent or wrongful act or omission of Greenplex or Greenplex’s employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees while using the Equipment, on or around the Equipment, or arising from any breach of this agreement

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by Greenplex.  Greenplex must use legal counsel reasonably acceptable to WWG in defense of any action within Greenplex’s defense obligation.

3)

Survival.  The provisions of this Section survive expiration or termination of this agreement.

B)

Representations and Warranties by Greenplex.   

1)

General.  Greenplex acknowledges that it is providing the Equipment and the Services to the WWG.  Greenplex also represents that the Equipment is free and clear of any liens or other claims.  Greenplex represents and warrants that the Equipment leased under this agreement meets the expectations, specifications, and uses required for WWG's Business.  Greenplex is not liable to WWG for the following:

a)

Any liability, loss or damage caused or alleged to be caused directly or indirectly by any Equipment, any inadequacy thereof, any deficiency or defect (latent or otherwise) of the Equipment, or any other circumstance in connection with the Equipment;

b)

The use, operation or performance of any Equipment or any risks relating to it;

i)

Any interruption of service, loss of business or anticipated profits or consequential damages; and

ii)

The delivery, operation, servicing, maintenance, repair, improvement or replacement of any Equipment.

C)

Representations and Warranties by WWG.

1)

General.  WWG makes each of the following representations and warranties to Greenplex:

a)

WWG and Coyne have adequate power and capacity to enter into, and perform under, this agreement;

b)

WWG is duly qualified to do business wherever necessary to carry on the Business including the jurisdiction(s) where the Equipment will be located;  

c)

WWG will obtain a marijuana producer license from the Washington State Liquor Control Board ("LCB") and will maintain its LCB license to produce marijuana in Washington State;

d)

No approval, consent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by WWG of the this agreement except such as have already been obtained;

e)

The entry into and performance by WWG of this agreement will not: (i) violate any judgment, order, law or regulation applicable to WWG or any provision of WWG's Certificate of Incorporation or bylaws; or (ii) result in any breach of, constitute a default under or

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result in the creation of any lien, charge, security interest or other encumbrance upon any Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this agreement) to which WWG is a party; and

f)

There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting WWG, which if decided against WWG will have a material adverse effect on the ability of WWG to fulfill its obligations under this agreement.       

D)

Termination.  

1)

End of Term.  Unless renewed by both parties, this agreement terminates at the expiration of the Term.  

2)

Early Termination.  The parties agree that if WWG is unsuccessful in obtaining a growers license issued by the Liquor Control Board ("Denial"), or if a grower’s license is issued and subsequently revoked, then upon notice to WWG of its Denial or termination and upon providing Greenplex with substantive evidence that supports such Denial, this agreement will terminate on the last day of the month in which such notice and evidence is provided (the “Early Termination Date”).  In addition, this agreement terminates as follows:

i)

Should the State of Washington and/or local government agency revoke, cancel, or not renew WWG’s license to operate pursuant to I-502, then this agreement will terminate on the Early Termination Date.

ii)

Should the State of Washington, United States government, or other government agency change existing laws or the enforcement of existing laws related to marijuana which require WWG to cease operating the Business at any time during the Term of this agreement, then this agreement will terminate on the Early Termination Date.

3)

Consequence of Termination.  Upon termination of this agreement, WWG will return the Equipment pursuant to Section 10.  In addition, neither party is obligated to the other, except for sections that are stated to survive termination of this agreement or amounts due to either party prior to termination of this agreement.

E)

General Provisions.

1)

Notices.  Unless stated otherwise in this agreement, any notice under or relating to this agreement must be given in writing and addressed to the parties as follows:

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Notices sent in accordance with this section are deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail, with confirmation of transmission, if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the third (3^rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

2)

Headings. The headings in this agreement are for reference only and do not affect the interpretation of this agreement.

3)

Entire Agreement.  This agreement constitutes the entire agreement between Greenplex and WWG with respect to the subject matter hereof and supersede any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between Greenplex and WWG concerning such subject matter.

4)

Successors.  This agreement inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties.  

5)

No Third-Party Beneficiaries. This agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or confers upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this agreement.

6)

Amendment and Modification; Waiver. This agreement may be amended or supplemented only by a written instrument signed by the party against whom the amendment or supplement is sought to be enforced.  The party benefited by any condition or obligation may waive the same, but such waiver is not enforceable by another party unless made by written instrument signed by the waiving party.  Except as otherwise set forth in this agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this agreement is a waiver thereof; nor does a partial exercise of any privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

7)

Severability.  If any provision of this agreement is unenforceable to any extent, the remainder of this agreement, or application of that provision to any persons or circumstances other than those to which it is held unenforceable, will not be affected by that unenforceability and will be enforceable to the fullest extent permitted by law.  Upon such determination that any term or other provision is unenforceable, the parties agree to negotiate in good faith to modify this agreement so as to affect the original intent of the parties to the greatest extent possible.

8)

Governing Law.  This agreement is construed in accordance with and governed by the laws of the State of Washington applicable to contracts made and to be performed in Washington, exclusive of its conflict of law rules.  The parties agree that King County, Washington, will be the exclusive proper place of venue for any action, dispute, or controversy arising from or in connection with this agreement.  Any legal or equitable proceeding arising out

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of or in connection with this agreement will be brought either in the King County Superior Court or in the United States District Court Division in which King County is located.

9)

Dispute Resolution.  

a)

Mediation.  Any controversies arising out of the terms of this agreement or its interpretation will be first submitted to mediation. Each party will provide the other with a list of two mediators and they will select one mediator from the list of four.   

b)

Arbitration.  If mediation is unsuccessful, then the parties will submit any or all remaining controversies to arbitration in Seattle, Washington in accordance with the rules of an agreed upon arbitration service such as JAMS or AAA, and the judgment upon award may be entered in any court having jurisdiction thereof.

10)

Recovery of Litigation Costs.  If any legal action or any arbitration or other proceeding is brought for the enforcement of this agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this agreement, the successful or prevailing party is entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

11)

Counterparts; Digital Signatures.  This agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together constitutes one and the same agreement.  This agreement may be executed and delivered by electronic transmission and upon such delivery, the digital signature will be deemed to have the same effect as if the original signature had been delivered to the other party.  

The parties are signing this agreement on the date stated in the introductory clause.  

12

GREENPLEX SERVICES, INC.

INVESTMENT DOCUMENTS

(Common Stock and Warrant Purchase Agreement

and Form of “A” Warrant)

COMMON STOCK AND WARRANT PURCHASE AGREEMENT

GREENPLEX SERVICES, INC.

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is entered into as of this ____ day of April, 2015 (the “Agreement”), by and among GreenPlex Services, Inc., a Nevada corporation (the “Company”) and the Purchasers listed on Schedule 1 attached hereto (each a “Purchaser” and together the “Purchasers”).  

The parties hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF COMMON STOCK AND WARRANTS

1.1

Sale and Issuance of Common Stock and Warrants.  

(a)

Subject to the terms set forth herein, each Investor (as defined below) agrees to purchase at the Closing and the Company agrees to sell and issue to each such Investor at the Closing that number of Units (as defined below) as set forth opposite each such Investor’s name under the heading “Investors” on Schedule 1 at a purchase price of $.30 per Unit (the “Unit Purchase Price”).  Each “Unit” shall consist of two shares of Common Stock at $.15 per share and an “A” warrant in substantially the form attached hereto as Exhibit A to purchase one share of Common Stock at an exercise price of $.40 per share of Common Stock issuable upon exercise of the “A” warrant.   The Investors are entering into this Agreement pursuant to, and upon the acceptance by the Company of, that certain Subscription Agreement dated as of the date hereof made by and between the Company and each Investor (the “Subscription Agreement”).

 (b)

Each Purchaser shall be considered an “Investor” hereunder.  The shares of Common Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock,” and the “A” warrant issued to the Investors shall be referred to as the “Warrant,” and the shares of Common Stock issuable upon exercise of the Warrant shall be hereinafter referred to as the “Warrant Stock.”  The Stock, the Warrant, the Warrant Stock, and any equity securities issuable in exchange for the Stock, the Warrants and/or the Warrant Stock shall be hereinafter referred to as the “Securities.”

1.2

Closing.  

(a)

The Closing of the purchase and sale of the Units to Investors shall take place at the offices of the Company, located at: 2525 East 29^th Ave., Suite. 10-B, Spokane, WA 99223, at the discretion of the Company and upon notice to the Purchasers.  

(b)

At the Closing or shortly thereafter, the Company shall deliver to each Purchaser participating in the Closing (i) a certificate representing the Stock being purchased as set forth opposite each such Investor’s name on Schedule 1 hereto (ii) An A Warrant exercisable for the number of Units purchased as is set forth opposite each such Investor’s name on Schedule 1 hereto, in each case against payment of the Purchase Price of the number of Units acquired by each Investor previously paid in escrow to the Company’s counsel by check or by wire transfer to a bank account designated by the Company.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS AND THE COMPANY

2.1

Representations of the Company.  The Company hereby represents and warrants that, except as set forth on the Schedule of Exceptions attached hereto which schedule shall be updated as of the date of the Closing and delivered separately by the Company to each Purchaser and which exceptions shall be deemed to be representations and warranties as if made hereunder), the following representations are true and complete as of the date hereof and as of the date of the Closing:

(a)

Corporate Status.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.  The Company has the requisite power and authority to carry on the business as now being conducted. The Company is legally qualified to transact business as a foreign corporation in all jurisdictions where failure to be so qualified would have a material adverse effect on its business.  There is no pending or, to the Company's knowledge, threatened, proceeding for the dissolution, liquidation, insolvency or rehabilitation of the Company.

(b)

Power and Authority.  The Company has the power and authority to execute and deliver this Agreement, the Warrants issued hereunder and any other document or agreement executed in connection with the transactions contemplated hereby (collectively, the “Transaction Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby.  The Company has taken all action necessary to authorize its execution and delivery of the Transaction Documents, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.

(c)

Enforceability.  The Transaction Documents have been duly executed and delivered by the Company and constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d)

Capitalization.  The authorized capital of the Company consists, or will consist, immediately prior to the Closing, of:

(i)

The Company has 75,000,000 shares of authorized Common shares of which 37,355,883 are issued and outstanding.  All of the outstanding shares of Common Stock have been duly authorized, are fully paid and non-assessable and were issued in compliance with the Securities Act of 1933, as amended (the “Act”) and all applicable state securities laws.  

(ii)

The Company currently has reserved 1,000,000 shares of Common Stock for issuance to officers, directors, employees, and consultants of the Company pursuant to the Company’s 2009 Stock Option/Stock Issuance Plan (the “Stock Plan”).

(e)

No Violation.  Assuming the accuracy of the representations made by the Purchasers in Section 2.3 of this Agreement, the execution and delivery of the Transaction Documents by the Company, the performance by the Company and the respective obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated by the Transaction Documents will not (i) contravene any provision of the certificate of incorporation or bylaws of the Company, (ii) violate any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any

21

governmental authority or of any arbitration award which is either applicable to, binding upon or enforceable against the Company; (iii) result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract which is applicable to, binding upon or enforceable against the Company, (iv) result in or require the creation or imposition of any lien upon or with respect to any of the property or assets of the Company, or (v) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person, except for filings pursuant to applicable state securities laws and Regulation D of the Securities Act.

(f)

Charter Documents.  The copies of the certificate of incorporation and bylaws of the Company, which are available for review by the Purchaser are true, accurate and complete and reflect all amendments made through the date of this Agreement.  

(g)

Litigation.  There is no action, suit, or other legal or administrative proceeding relating to the Company pending or to its knowledge threatened against the Company or which questions the validity or enforceability of the Transaction Documents or the transactions contemplated hereby or thereby.  There are no outstanding orders, decrees or stipulations relating to the Company issued by any governmental authority in any proceeding to which the Company is or was a party which have not been complied with in full or which continue to impose any material obligations on the Company.

(h)

Good Title to, Condition of, and Adequacy of Assets.

(i)

The Company has good and marketable title to all of its assets, free and clear of any liens or restrictions on use.

(ii)

All of the Company’s assets are in good operating condition, subject to normal wear and tear and have been maintained in accordance with commercially reasonable practices.

(iii)

All of the Company’s assets constitute all of the assets and properties known to the Company, which are necessary for the conduct of its business in the manner in which and to the extent to which such business was conducted prior to the date hereof.

(i)

Compliance with Laws.  The Company is and has been in compliance in all material respects with all laws, regulations, and orders applicable to its business.  The Company has not been cited, fined or otherwise notified of any asserted past or present failure to comply with any laws, regulations or orders and no proceeding with respect to any such violation is pending or to its knowledge, threatened, which could result in liabilities which would materially and adversely affect the Company's ability to enter into and perform its obligations under the Transaction Documents, or which would materially and adversely affect its business.

(j)

Tax Matters.  All federal, state, local and foreign tax returns required to be filed by the Company have been filed and are true in all material respects, and all taxes, assessments, fees, and other governmental charges upon the Company, or upon any of its properties, income, or franchises, shown in such returns to be due and payable have been paid or if any of such tax returns have not been filed or if any such taxes have not been paid or so reserved for, the failure to so file or to pay would not in the aggregate adversely affect the business, properties, prospects, or financial condition of the Company.  

(k)

Licenses and Permits.  The Company possesses all licenses and required governmental or official approvals, permits or authorizations (collectively, the “Permits”) for it to operate

22

its business in all material respects consistent with the operation of the Company’s business as of the date hereof.  All such Permits are valid and in full force and effect, the Company is in compliance in all material respects with the requirements thereof, and no proceeding is pending or threatened to the knowledge of the Company, to revoke or amend any Permits.

(l)

Intellectual Property Intangibles.

(i)

To the Company's knowledge, no process or know-how used by the Company in connection with its business infringes, conflicts with or has been alleged to infringe or conflict with any patent or other intellectual property right of any other Person.

(ii)

The Company is, free and clear of all liens, and subject to any licenses granted by the Company prior to the date of the Closing, all right, title and interest in such intellectual property.

(iii)

To the Company's knowledge, the use of such intellectual property in connection with the operation of its business as heretofore conducted does not conflict with, infringe upon or violate the intellectual property rights of any third party.

(iv)

The Company has the right to use its intellectual property in its business and necessary for the continued operation of its business in substantially the same manner as its operations have heretofore been conducted.

(m)

Accuracy of Information Furnished to Purchaser.  No representation, statement or information made or furnished by the Company to Purchaser in connection with this Agreement, including the public filings made by the Company, contains any untrue statement of a material fact or omits any material fact necessary to make the information contained therein not misleading.

(n)

Environmental Matters.  The Company is and at all times has been in compliance in all material respects with all Environmental, Health and Safety Laws applicable to the Company.  As used in this Agreement, “Environmental, Health and Safety Laws” means all federal, state, regional or local statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings and changes or ordinances or judicial or administrative interpretations thereof, whether currently in existence or hereafter enacted or promulgated, any of which govern (or purport to govern) or relate to pollution, protection of the environment, public health and safety, air emissions, water discharges, hazardous or toxic substances, solid or hazardous waste or occupational health and safety, as any of these terms are or may be defined in such statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings and changes or ordinances, or judicial or administrative interpretations thereof.

2.3

Representations and Covenants of Purchasers.  Each Purchaser by executing this Agreement hereby represents and warrants to the Company and covenants and agrees with the Company as of each closing as follows:

(a)

Authorization.  The Purchaser has full power and authority to enter into the Transaction Documents.  The Transaction Documents, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

23

(b)

Purchase Entirely for Own Account.  This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.  If the Purchaser is a corporation, partnership or other entity, such Purchaser has not been formed for the specific purpose of acquiring the Securities.

(c)

Disclosure of Information.  The Purchaser believes it has received all information it considers necessary or appropriate for deciding whether to purchase the Securities.  The Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of the Company.  The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2.1 of this Agreement or the right of the Purchasers to rely on such representations and warranties.

(d)

Restricted Securities.  The Purchaser understands that the Securities will be characterized as “restricted securities” under the federal securities laws, inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under such laws and applicable regulations such Securities may not be resold without registration under the Securities Act, except in certain limited circumstances.  In this connection, the Purchaser represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.  The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale.  The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company that are outside the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

(e)

Limited Public Market.  The Purchaser understands that even though the company is currently listed on the Over-the-Counter Bulletin Board (OTC-BB) and the Pink Sheets and has the trading symbol (GRPX.OB), only a limited public market now exists for the shares of Common Stock issued by the Company, and that the Company has made no assurances that a public market will continue.  

(f)

Legends.  The Purchaser understands that the Securities, and any securities issued in respect thereof or exchange therefore, may bear one or all of the following legends:

(i)

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(ii)

Any legend set forth in or required by the Warrant.

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(iii)

Any legend required by the securities laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

(g)

Accredited Investor.  The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(h)

Foreign Investors.  If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities.  Such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction. The funds used to purchase the Securities do not violate the anti-money laundering provisions of the Money Laundering Control Act of 1986 or the Bank Secrecy Act of 1970, as amended by the USA Patriot Act of 2001.

(i)

No General Solicitation.  Neither the Purchaser, nor any of its officers, employees, agents, directors, shareholders or partners has engaged the services of a broker dealer or investment banker to contact any potential investor nor has the Purchaser or any of the Purchaser’s officers, employees, agents, directors, shareholders or partners, agreed to pay any commission, fee or other remuneration to any third party to solicit or contact any potential investor.  Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners has (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Securities.

(j)

Exculpation Among Purchasers.  Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company.  Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

ARTICLE 3

RESTRICTIONS ON DISPOSITION

Without in any way limiting the representations set forth above, each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until:

3.1

Securities Registered.  There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

3.2

Registration Not Required.  (a) Such Purchaser shall have notified the Company in writing of the proposed disposition and shall have furnished the Company in writing with a detailed statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration of such shares under the Act and (c) the transferee shall agree in writing to be bound by this Section 3 as if an original Purchaser.  It is agreed that the Company will not

25

require opinions of counsel pursuant to Section 3.2(b) or that the transferee be bound pursuant to Section 3.2(c) for dispositions made pursuant to Rule 144, except (i) in unusual circumstances or (ii) at the request of the Company’s transfer agent.

3.3

Other Permitted Transfers.  Notwithstanding the provisions of Sections 3.1 and 3.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser to his or her estate, or a transfer by gift, will or intestate succession, or a transfer by a Purchaser to his or her spouse or to the siblings, lineal descendants or ancestors of such Purchaser, if, prior to such transfer, the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were the original Purchaser hereunder.

ARTICLE 4

CONDITIONS TO CLOSING OF PURCHASERS

The obligations of the Purchasers under Section 1.1 of this Agreement are subject to the fulfillment or waiver by the Purchasers on or prior to the Closing of each of the following conditions:

4.1

Representations and Warranties.  The representations and warranties of the Company contained in Section 2.1 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.  

4.2

Covenants.  All covenants, agreements and conditions contained in this Agreement and to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.

4.3

Securities Laws.  The Company shall have obtained all necessary permits and qualifications, or secured exemptions therefrom, required as of the Closing under the Act or by any state for the offer and sale of the Securities.

4.4

Other Deliveries.  The Company shall have delivered to the Purchasers or their counsel such other instruments, agreements or certificates as are otherwise reasonably requested by Purchasers, including the Transaction Documents.

ARTICLE 5

MISCELLANEOUS

5.1

Headings.  The subject headings of the sections and subsections of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

5.2

Entire Agreement; Modification and Waiver.  This Agreement and the Exhibits attached hereto, constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and Purchasers holding a majority of the shares of Stock issued pursuant to this Agreement.  Any term of the Warrants may be amended and the observance of any term of the Warrants may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors holding a majority of the shares of Warrant Stock issued to the Investors pursuant to this Agreement.  No waiver of any of the provisions of

26

this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  

5.3

Rights of Parties.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.  Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over against any party to this Agreement.

5.4

Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by fax or by Email (upon customary confirmation of receipt), or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page or Schedule 1 hereto, or as subsequently modified by written notice

5.5

Governing Law; Jurisdiction and Venue.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of law.  Each party hereto irrevocably consents to the jurisdiction and venue of the state or federal courts located in Clark County, State of Nevada in connection with any action, suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default under this Agreement, or otherwise arising under or by reason of this Agreement.  Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

5.6

Successors and Assigns.  This Agreement, and the rights and obligations of each of the parties hereunder, may not be assigned by any Purchaser without the prior written consent of the Company; provided, however, that each Purchaser may assign this Agreement, and such Purchaser’s rights and obligations hereunder, to his or her estate or by gift, will or intestate succession, or to his or her spouse or to the siblings, lineal descendants or ancestors of such Purchaser without the prior written consent of the Company but subject, however, to Section 3 hereof.  Subject to the foregoing sentence, this Agreement shall inure to the benefit of, and shall be binding upon, the parties and their successors and assigns.

5.7

Severability.  If any term, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and each term, covenant and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

5.8

Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[remainder of page left intentionally blank]

27

Signature Page for the Common Stock and Warrant Agreement

IN WITNESS WHEREOF, the parties to this Common Stock and Warrant Purchase Agreement have duly executed it on the day and year first above written.

The Company:

GreenPlex Services, Inc.

By:  ________________________________________

Dale Robbins, President

Address: GreenPlex Services, Inc.

2525 East 29^th Ave., Suite. 10-B

Spokane, WA 99223

Purchaser:

By:  _________________________________________

Name: _______________________________________

Address: _____________________________________

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Schedule 1 –Investors

29

EXHIBIT A TO

COMMON STOCK AND WARRANT

PURCHASE AGREEMENT

FORM OF “A” WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

COMMON STOCK PURCHASE WARRANT

GreenPlex Services, Inc.

THIS CERTIFIES that for good and valuable consideration received, ____________________________ or a registered assignee (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from GreenPlex Services, Inc., a Nevada corporation (the “Corporation”), ____________________ shares of fully paid and non-assessable shares, par value $0.001 common stock of the Corporation (the “Warrant Stock”) for $.40 share.   

1.

Term of Warrant.

Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, at any time on or after the date hereof and at or prior to 11:59 p.m., Pacific Standard Time, on __________, 2017 (the “Expiration Time”).

2.

Exercise of Warrant.

The purchase rights represented by this Warrant are exercisable by the registered Holder hereof, in whole, at any time prior to the Expiration Date by the surrender of this Warrant to the office of the Corporation, located at: 2525 East 29^th Ave., Suite. 10-B, Spokane, WA 99223, (or such other office or agency of the Corporation as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Corporation), whereupon the Holder of this Warrant shall be entitled to receive from the Corporation a stock certificate in proper form representing the number of shares of Warrant Stock so purchased.

3.

Callable Feature

If at any time after March______, 2016, the first anniversary of the close of the private offering in which this Warrant was acquired by Holder, the common stock of the Company trades and closes at a price of more than $.50 per share (as adjusted for share splits, recapitalizations or other similar adjustments) for more than 20 consecutive trading days and the resale of the Warrant Stock is covered by a then-current registration statement, then any outstanding Warrants shall become callable, in whole or in part, at $.01 at the discretion of the Company, upon ten (10) days prior written notice (the “Notice Period”) given to the Holder within five business days immediately following the end of such twenty (20) trading day period.  Notwithstanding any such notice by the Company, the Holder shall have the right to exercise this Warrant prior to the end of the Notice Period.

B-1

4.

Issuance of Shares; No Fractional Shares of Scrip.

Certificates for shares purchased hereunder shall be delivered to the Holder hereof by the Corporation’s transfer agent at the Corporation's expense within a reasonable time after the date on which this Warrant shall have been exercised in accordance with the terms hereof.  Each certificate so delivered shall be in such denominations as may be requested by the Holder hereof and shall be registered in the name of such Holder or, subject to applicable laws, such other name as shall be requested by the Holder.  The Corporation hereby represents and warrants that all shares of Warrant Stock which may be issued upon the exercise of this Warrant will, upon such exercise, be duly and validly authorized and issued, fully paid and non-assessable and free from all taxes, liens and charges in respect of the issuance thereof other than liens or charges created by or imposed upon the Holder of the Warrant Stock).  The Corporation agrees that the shares so issued shall be and will be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered for exercise in accordance with the terms hereof.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the Holder of this Warrant.

5.

Charges, Taxes and Expenses.

Issuance of certificates for shares of Warrant Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Corporation, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for shares of Warrant Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by an Assignment Form to be provided by the Company duly executed by the Holder hereof.

6.

No Rights as Shareholders.

This Warrant does not entitle the Holder hereof to any voting rights or other rights as a shareholder of the Corporation prior to the exercise hereof.

7.

Exchange and Registry of Warrant.

This Warrant is exchangeable, upon the surrender hereof by the registered Holder at the above mentioned office or agency of the Corporation, for a new Warrant of like tenor and dated as of such exchange.  The Corporation shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered Holder of this Warrant.  This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Corporation, and the Corporation shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

8.

Loss, Theft, Destruction or Mutilation of Warrant.

Upon receipt by the Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and in case of loss, theft or destruction of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Corporation of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Corporation will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

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9.

Saturdays, Sundays and Holidays.

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or that is a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

10.

Merger, Sale of Assets, Etc.

If at any time the Corporation proposes to merge or consolidate with or into any other corporation, effect any reorganization whereby the Corporation will own less than 50% of the issued and outstanding shares, or sells or conveys all or substantially all of its assets to any other entity, then, as a condition of such reorganization, consolidation, merger, sale or conveyance, the Corporation or its successor, as the case may be, shall enter into a supplemental agreement to make lawful and adequate provision whereby the Holder shall have the right to receive, upon exercise of the Warrant, the kind and amount of equity securities which would have been received upon such reorganization, consolidation, merger, sale or conveyance by a Holder of a number of shares of common stock equal to the number of shares issuable upon exercise of the Warrant immediately prior to such reorganization, consolidation, merger, sale or conveyance.  If the property to be received upon such reorganization, consolidation, merger, sale or conveyance is not equity securities, the Corporation shall give the Holder of this Warrant ten (10) business days prior written notice of the proposed effective date of such transaction, and if this Warrant has not been exercised by or on the effective date of such transaction, it shall terminate.

11.

Subdivision, Combination, Reclassification, Conversion, Etc.

If the Corporation at any time shall by subdivision, combination, reclassification of securities or otherwise, change the Warrant Stock into the same or a different number of securities of any class or classes, this Warrant shall thereafter entitle the Holder to acquire such number and kind of securities as would have been issuable in respect of the Warrant Stock (or other securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change) as the result of such change if this Warrant had been exercised in full for cash immediately prior to such change.  The Exercise Price hereunder shall be adjusted if and to the extent necessary to reflect such change.  If the Warrant Stock or other securities issuable upon exercise hereof are subdivided or combined into a greater or smaller number of shares of such security, the number of shares issuable hereunder shall be proportionately increased or decreased, as the case may be, and the Exercise Price shall be proportionately reduced or increased, as the case may be, in both cases according to the ratio which the total number of shares of such security to be outstanding immediately after such event bears to the total number of shares of such security outstanding immediately prior to such event.  The Corporation shall give the Holder prompt written notice of any change in the type of securities issuable hereunder, any adjustment of the Exercise Price for the securities issuable hereunder, and any increase or decrease in the number of shares issuable hereunder.

12.

Transferability; Compliance with Securities Laws.

(a)

This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Corporation, if requested by the Corporation).  Subject to such restrictions, prior to the Expiration Time, this Warrant and all rights hereunder are transferable by the Holder hereof, in whole or in part, at the office or agency of the Corporation referred to in Section 2 hereof.  Any such transfer shall be made in person or by the Holder's duly authorized attorney, upon surrender of this Warrant together with the Assignment Form attached hereto properly endorsed.

(b)

The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Stock issuable upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.  Upon exercise of this Warrant, the

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Holder shall, if requested by the Corporation, confirm in writing, in a form satisfactory to the Corporation, that the shares of Warrant Stock so purchased are being acquired solely for Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

(c)

The Warrant Stock has not been and will not be registered under the Securities Act of 1933, as amended, and this Warrant may not be exercised except by (i) the original purchaser of this Warrant from the Corporation or (ii) an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended.  Each certificate representing the Warrant Stock or other securities issued in respect of the Warrant Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

13.

Representations and Warranties.

The Corporation hereby represents and warrants to the Holder hereof that:

(a)

during the period this Warrant is outstanding, the Corporation will reserve from its authorized and unissued common stock a sufficient number of shares to provide for the issuance of Warrant Stock upon the exercise of this Warrant;

(b)

the issuance of this Warrant shall constitute full authority to the Corporation's officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the shares of Warrant Stock issuable upon exercise of this Warrant;

(c)

the Corporation has all requisite legal and corporate power to execute and deliver this Warrant, to sell and issue the Warrant Stock hereunder, and to carry out and perform its obligations under the terms of this Warrant; and

(d)

all corporate action on the part of the Corporation, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Warrant by the Corporation, the authorization, sale, issuance and delivery of the Warrant Stock, the grant of registration rights as provided herein and the performance of the Corporation's obligations hereunder has been taken;

(e)

the Warrant Stock, when issued in compliance with the provisions of this Warrant and the Corporation’s Articles of Incorporation (as they may be amended from time to time), will be validly issued, fully paid and non-assessable, and free of all taxes, liens or encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable federal and state securities laws; and

(d)

the issuance of the Warrant Stock will not be subject to any preemptive rights, rights of first refusal or similar rights.

14.

Corporation Good Faith.

The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other

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action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of the Warrant against impairment.

15.

Governing Law.

This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by its duly authorized officers.

Dated: ___________, 2015

GREENPLEX SERVICES, INC.

By:

     Dale Robbins

     President

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NOTICE OF EXERCISE

To:

GreenPlex Services, Inc.

2525 East 29^th Ave., Suite. 10-B

Spokane, WA 99223

(1)

The undersigned hereby elects to purchase ______________ shares of common stock of GreenPlex Services, Inc. at $.40 per share, pursuant to the terms of the attached Warrant and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any.

(2)

In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of common stock to be issued upon exercise hereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment and that the undersigned will not offer, sell or otherwise dispose of any such shares of common stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.

(3)

Please issue a certificate or certificates representing said shares of common stock in the name of the undersigned or in such other name as is specified below:

______________________________________

(Name)

________________________________________

(Social Security Number)

______________________________________

(Address)

(4)

The undersigned represents that (a) he, she or it is the original purchaser from the Corporation of the attached Warrant or an 'accredited investor' within the meaning of Rule 501(a) under the Securities Act of 1933, as amended and (b) the aforesaid shares of common stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

Date:__________________________

_____________________________________
(Signature)

______________________________________

(Name)

________________________________________

(Social Security Number)

______________________________________

(Address)

________________________________________

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