Introduction

Welcome to the Green Stock Exchange (GREENSX), a social stock exchange "empowering earth friendly and humanity friendly businesses ". The Green Stock Exchange (GREENSX) is a new "eBAY.COM AUCTION STYLED" online electronic bulletin board and social network dedicated to Direct Public Offerings ("DPO"), Initial Public Offerings ("IPO") and to the secondary market trading of SEC exempted Regulation A, SB-1, SB-2, small company offering registration (SCOR) shares and carbon trading under the United States Securities Act of 1933, with focus on small eco-friendly, socially responsible and sustainable businesses.

Founded by artist & social entrepreneur David Kam in 2007, the Green Stock Exchange (GREENSX) is a division owned and regulated by the E=MC² Company Inc. The E=MC² Company is a different kind of company. We are social entrepreneurs (our definition of "social entrepreneurs" is a mission driven enterprise that makes money, while benefiting society").

The Green Stock Exchange (GREENSX) is designed as a collaborative system for bringing together investors, Issuers, companies, non-profit organizations and people interested in small eco-friendly, socially responsible and sustainable businesses, including those in the creative industry (music, art, movies, performances). The Green Stock Exchange (GREENSX) is fully integrated with our grass roots green social network, called the E=MC² Creative Friends Network; the Green Community Platform allows millions of people and organizations to actively participate in the investment, creation, sales, manufacturing, promotion and distribution of more earth friendly and more humanity friendly products.

Worldwide, it is estimated that so-called socially responsible investments represent USD $3 trillion in assets. Approximately two-thirds this amount comes from the American market. In Canada, such assets represent approximately CAD $ 50 billion. In a recent poll, 53% of Canadian respondents said they were interested or highly interested in responsible investment. Socially responsible investment is a significant, growing phenomenon and is sharply increasing in the United States, largely exceeding the increase in the market as a whole. In fact, the phenomenon has given rise to a brand new sector of firms offering socially responsible investment consulting and financial products. (source: Quebec National Assembly, 2002)

We are part of a grass-roots un-organized international green movement that is loosely identified as LOHAS (Lifestyles of Health and Sustainability); it is valued at $546 billion market worldwide, and growing, but it is also fragmented and difficult to reach. LOHAS members are those who are passionate about organic foods, the environment, the planet, social issues, health, about human rights, relationships, fair trade, sustainable practices, peace, spiritual and personal development. We intend to unite the worldwide green movement, as well as making it easier to drive more investments into green companies.

The exchange fosters "creative capitalism", by not only generating wealth, but also benefiting society; our collaborative system encourages healthier lifestyles, fair-trade, sustainability, protecting the environment, creativity, diversity, helping the poor and charity. Examples of "social entrepreneurship": are micro-credit to the poor (founded by Nobel Peace Prize wining Dr. Muhammad Yunus founder of Grameen Bank), The Body Shop (when it was first founded for more environmentally friendly cosmetics) and Plumpy'nut (a nutritious food bar created by André Briend to feed the malnourished poor). The Green Stock Exchange (GREENSX) will bring a brighter future for mankind, and for planet earth.

Since all the listed companies on the exchange are pre-screened, evaluated, and audited according to social and sustainable guidelines set by the exchange, it will make it much easier for green investors to find and support social entrepreneurs.

Contents

This document contains the Green Stock Exchange (GREENSX) Rules for Companies ("these rules"), which set out the rules and responsibilities in relation to Green Stock Exchange (GREENSX) companies. Definitions can be found in the Glossary.

From time to time the Green Stock Exchange (GREENSX) issues separate policies ("Policies") on specific issues, which supplement these rules.

Where an Issuer has concerns about the interpretation of these rules, it should consult its Nominated Adviser. The rules relating to the eligibility, responsibilities and disciplining of Nominated Advisers are set out in the separate rulebook, Green Stock Exchange (GREENSX) Rules for Nominated Advisers. The procedures relating to disciplinary and appeals matters are set out in the Disciplinary Procedures and Appeals Handbook.

The rules for trading Green Stock Exchange (GREENSX) securities are set out in "Rules of the Green Stock Exchange (GREENSX)" and the definitions, plus pricing are set our in Policy 1 General Matters.

Part One - Green Stock Exchange (GREENSX) Rules


Retention and role of a Nominated Adviser

1. In order to be eligible for Green Stock Exchange (GREENSX), an Issuer may be required to appoint a Nominated Adviser and an Issuer may be required to retain a Nominated Adviser at all times. See Policy 2.2 Sponsorship Requirements.

The Nominated Adviser is responsible to the Green Stock Exchange (GREENSX) for advising and guiding an Issuer on its responsibilities under these rules. The responsibilities of Nominated Advisers are set out in the Green Stock Exchange (GREENSX) Rules for Nominated Advisers.

If a Nominated Adviser is required, and an Issuer ceases to have a Nominated Adviser and failed to immediately appoint a replacement Nominated Adviser, the Green Stock Exchange (GREENSX) will suspend trading the Issuer's securities. If within one month of that suspension the Issuer has failed to appoint a replacement Nominated Adviser, the admission of its Green Stock Exchange (GREENSX) securities will be cancelled.

Issuers for the Green Stock Exchange (GREENSX)

Admission procedure

2. An Issuer seeking an initial listing of securities on the Green Stock Exchange (GREENSX), must follow the procedures of the Green Stock Exchange (GREENSX), and meet minimum listing requirements. See Policy 2.3 Listing Procedures and Policy 2.1 Minimum Listing Requirements.

If the Issuer proposes to issue non-voting, subordinate voting, multiple voting or restricted voting securities they are called Restricted Shares. See Policy 3.5 Restricted Shares.

Certain filings may arise from time to time where the application of the Green Stock Exchange (GREENSX)'s Policies is not clear to an Issuer or its professional advisers and in such circumstances an Issuer and its professional advisers may wish to arrange for a pre-filing conference with the Green Stock Exchange (GREENSX) staff. See Policy 2.7 Pre-Filing Conferences


Final admission documents

3. Following the procedures of Policy 2.3, an Issuer must produce an admission document disclosing the information specified in the policy . This document must be available publicly, free of charge, for at least one month from the admission of the Issuer's securities to Green Stock Exchange (GREENSX).

A quoted Issuer is not required to produce an admission document unless otherwise required by the Prospectus Rules. See Policy 2.8 Supplemental Listings.


Omissions from admission documents

4. The Green Stock Exchange (GREENSX) may authorize the omission of information from an admission document (other than a Prospectus) of an Issuer where its Nominated Adviser confirms that:

• the information is of minor importance only and not likely to influence assessment of the Issuer's assets and liabilities, financial position, profits and losses and prospects; or
  
  
• disclosure of that information would be seriously detrimental to the Issuer and its omission would not be likely to mislead investors with regard to facts and circumstances necessary to form an informed assessment of the Issuer's securities.

Application documents

5. At least thirty (30) business days before the expected date of admission, an Issuer must pay the Green Stock Exchange (GREENSX) fee and submit to the Green Stock Exchange (GREENSX) a completed application form and an electronic version of its admission document.

If a Nominated Adviser is required to be appointed, the application must be accompanied by the Nominated Adviser's declaration required by the Green Stock Exchange (GREENSX) Rules for Nominated Advisers.

At least thirty (30) business days before the expected date of admission, a quoted Issuer must pay the Green Stock Exchange (GREENSX) fee and submit to the Green Stock Exchange (GREENSX) an electronic version of its latest report and accounts and a completed application form. These must be accompanied by the Nominated Adviser's declaration required by the Green Stock Exchange (GREENSX) Rules for Nominated Advisers.


Admission to Green Stock Exchange (GREENSX)

6. Admission becomes effective only when the Green Stock Exchange (GREENSX) issues a dealing notice to that effect.

Special conditions for certain Issuers

Lock-ins for new businesses

7. Issuer must ensure that all related parties and applicable employees as at the date of admission agree to escrow all securities from the admission of its securities and agree not to dispose of any interest in its securities. See Policy 5.4 Escrow, Vendor Consideration and Resale Restrictions.

This rule will not apply in the event of an intervening court order, the death of a party who has been subject to this rule or in respect of an acceptance of a take-over offer for the Issuer, which is open to all shareholders.


Investing companies

8. Where the Issuer is an investing Issuer, a condition of its admission is that it raises a minimum of $ 3 million in cash via an equity fundraising on, or immediately before, admission.


Other conditions

9. The Green Stock Exchange (GREENSX) may make the admission of an Issuer subject to a special condition.

Where matters are brought to the attention of the Green Stock Exchange (GREENSX) which could affect an Issuer's appropriateness for Green Stock Exchange (GREENSX), it may delay an admission.

The Green Stock Exchange (GREENSX) may request the Issuer to appoint a Nominated Advisor, if the Issuer does not have one already. The Green Stock Exchange (GREENSX) will inform the Issuer's Nominated Adviser and may asked the Issuer and where applicable, its Nominated Adviser to undertake further due diligence.

The Green Stock Exchange (GREENSX) may refuse an admission to Green Stock Exchange (GREENSX) if it considers that:

• the Issuer's does not or will not comply with any special condition which the Green Stock Exchange (GREENSX) considers appropriate and where applicable, of which the Green Stock Exchange (GREENSX) has informed the Issuer or where applicable, the Nominated Adviser; or
  
  
• the Issuer's situation is such that admission may be detrimental to the orderly operation or reputation of Green Stock Exchange (GREENSX).

Principles of disclosure

10. To maintain a listing, every Issuer must make ongoing timely and continuous disclosure and keep the Green Stock Exchange (GREENSX) informed of any Material Information, including both routine and unusual events and information regarding its business, operations and affairs, in conjunction with all other requirements and Securities Laws.

An Issuer must take reasonable care to ensure that any Material Information it notifies is not misleading, false or deceptive and does not omit anything likely to affect the import of such information. See Policy 3.3 Timely Disclosure and Policy 3.2 Filing Requirements and Continuous Disclosure.


General disclosure of price sensitive information

11. An Issuer must issue notification without delay of any new developments which are not public knowledge concerning a change in company position. See Policy 3.3 SCHEDULE 3.3A; a summary is described below of the Material Information that needs to be disclosed:

• its financial condition;
• its sphere of activity;
• the performance of its business; or