On January 11, 2012, the Company executed a
Loan Purchase and Sale Agreement with Summitbridge Credit Investments LLC (Summitbridge) in order to resolve certain
outstanding loans owed by the recently acquired CCS Environmental Worldwide Inc. to Summitbridge, along with accrued interest and
fees, in the amount of $2,018,339 (the Summitbridge Settlement). Pursuant to the Loan Purchase and Sale Agreement,
the parties agreed to the following: (i) that Summitbridge sell, assign, convey and transfer to the Company, without recourse,
representation or warranty all of Summitbridges interest in the loans; and (ii) the Company to pay Summitbridge the amount
of $1,335,000. The Company recorded a gain of $602,745 resulting from this transaction.
On January 12, 2012, the Company entered
into a Secured Promissory Note and Convertible Preferred Stock Purchase Agreement with Peter S. Johnson, Esq. as Trustee of the
Magliochetti Family 2009 Trust DTD 1/12/09 (the Magliochetti Trust) whereby the parties agreed to the following:
(i) the Magliochetti Trust agreed to lend to the Company $950,000, and (ii) for the Company to issue 10,000,000 shares of Series
A Convertible Preferred Stock for $50,000 pursuant to a Certificate of Designation in form and substance acceptable to the Magliochetti
Trust and to take all steps necessary and desirable to amend its Certificate of Incorporation to increase the number of authorized
shares of the Companys common stock such that a sufficient number of such shares of common stock shall be reserved for
issuance upon conversion of the Series A Preferred Stock. The loan was collateralized by all of the Companys assets, had
an interest rate of 9.5% and was repaid in full on March 12, 2012. The preferred stock has a 12% cumulative dividend rate and
is convertible into two shares of the Companys common stock per share of Preferred Stock. The 10,000,000 shares of Series
A Preferred held by the Magliochetti Trust had accrued and unpaid dividends of approximately $5,100 at October 5, 2012.
On March 9, 2012, the Company entered into
a Factoring & Security Agreement (the Factoring Agreement) with Midland American Capital (Midland).
As part of the agreement, the Company sold its right, title and interest in its accounts receivable, with full recourse. As stipulated
in the Agreement, approximately 80% of the amount of accounts receivable were purchased by Midland throughout the term of the Factoring
Agreement The Factoring Agreement contains warranties and covenants that must be complied with on a continuing basis. The Company
is not in compliance with the Factoring Agreement and in July 2012, Midland terminated this agreement and is applying collections
to the outstanding loan. The outstanding loan was approximately $1.7 million at October 5, 2012. The factor has not advanced funds
on sales subsequent to the termination in July 2012. Collections on subsequent sales are not assigned to the factor and receipts
thereon are available to the Company.
Effective March 31, 2012 (Effective
Date) the Company entered into a Stock Purchase Agreement (the "UAC Agreement) with Distressed Asset Acquisitions,
Inc. (DAAI) to divest itself of all ownership of its wholly owned subsidiary, Urban Agricultural Corporation (UAC).
The UAC Agreement provides that DAAI will pay $100 and assume all liabilities as of the Effective Date for 100% of the stock in
UAC. The Company recorded a gain of approximately $143,000 on the transaction.
The Company also executed a Stock Purchase
Agreement with Green Wire, Inc. on March 31, 2012. Subsequently the transaction was rescinded.
On June 18, 2012, the Company entered
into a Short Term Loan Agreement (Short Term Loan) with the Magliochetti Trust whereby the Magliochetti Trust agreed
to lend to the Company $68,000 for $7,000 in interest, and for the Company to issue 500,000 shares of common stock, which are restricted
as to transferability. The loan was due on or before June 25, 2012 and has not been paid.
On July 15, 2012, the Company entered
into a Promissory Note Agreement with the Magliochetti Trust whereby the Magliochetti Trust agreed to lend to the Company $500,000
at an interest rate of 10%. The Promissory Note is payable on or before December 31, 2012.