EXHIBIT 10.1



 





 


Subscription
Agreement


 


This
subscription agreement (this “Agreement”) is made as of the date set forth below, by and between the investor
identified on the signature page hereto (the “Investor”) and GreenKissNY Inc., a Delaware corporation (the
“Company”), whereby the parties agree as follows:


 


	1.	Subscription.


 


	 	a)	Subject
    to the terms and conditions hereof, the Investor hereby irrevocably subscribes for and agrees to purchase from the Company
    the number of shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company
    set forth on the signature page attached hereto (the “Shares”), and the Company agrees to sell such Shares
    to the Investor at a purchase price of $1.00 per Share for the total amount set forth on the signature page attached hereto
    (the “Purchase Price”), subject to the Company’s right to sell to the Investor such lesser number
    of Shares as the Company may, in its sole discretion, deem necessary or desirable.
	 	 	 
	 	b)	The
    Shares are being offered pursuant to that Offering Circular, dated May 12, 2016 (the “Offering Circular”),
    which forms a part of the Offering Statement on Form 1-A, qualified on May 12, 2016 (SEC File No. 024-10541) (the “Offering
    Statement”) by the Securities and Exchange Commission (the “SEC”). A copy of the Offering Circular
    has been delivered to the Investor.
	 	 	 
	 	c)	Contemporaneously
    with the execution and delivery of this Agreement, the Investor shall pay the Purchase Price for the Shares by check made
    payable to “GreenKissNY Inc.”, or wire transfer in accordance with the instructions set forth on Appendix A hereto;
	 	 	 
	 	d)	This
    subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of
    the Company (such time, a “Closing”) and the Company shall provide written notice to the Investor upon
    acceptance or rejection of such as soon as practicable after receipt by the Company;
	 	 	 
	 	e)	Within
    ninety (90) days of the final Closing of the offering of shares of Common Stock, the Company will deliver stock certificates
    attributable to the Shares purchased directly to the Investor;
	 	 	 
	 	f)	The
    Company shall have the right to reject this subscription, in whole or in part; and
	 	 	 
	 	g)	The
    payment of the Purchase Price (or, in the case of rejection of a portion of the Investor’s subscription, the part of
    the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if the Investor’s
    subscription is rejected in whole or in part or if this offering is withdrawn or canceled.


 


	2.	Representations
    and Warranties of the Investor.


 


	 	a)	By
    executing this Agreement, the Investor represents and warrants, which representations and warranties are true and complete
    in all material respects as of the date of the Closing:


 


	 	i.	Requisite
    Power and Authority. The Investor has all necessary power and authority under all applicable provisions of law to execute
    and deliver this Agreement. All action on the Investor’s part required for the lawful execution and delivery of this
    Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Agreement will be
    a valid and binding obligation of the Investor, enforceable in accordance with its terms, except (a) as limited by applicable
    bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’
    rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.


 




    	 		 



     

    

 


	 	ii.	Investment
    Representations. The Investor understands that the Shares have not been registered under the Securities Act of 1933, as
    amended (the “Securities Act”). The Investor also understands that the Shares are being offered and sold
    pursuant to an exemption from registration contained in the Securities Act based in part upon the Investor’s representations
    contained in this Agreement.
	 	 	 
	 	iii.	Illiquidity
    and Continued Economic Risk. The Investor acknowledges and agrees that there is no ready public market for the Shares
    and that there is no guarantee that a market for their resale will ever exist. The Investor must bear the economic risk of
    this investment indefinitely and the Company has no obligation to list the Shares on any market or take any steps (including
    registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading
    or resale of the Shares. The Investor acknowledges that the Investor is able to bear the economic risk of losing the Investor’s
    entire investment in the Shares. The Investor also understands that an investment in the Company involves significant risks
    and has taken full cognizance of and understands all of the risk factors relating to the purchase of the Shares.
	 	 	 
	 	iv.	Accredited
    Investor Status or Investment Limits. The Investor represents that either:


 


	 	a.	The
    Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.
    The Investor represents and warrants that the information set forth in response to question (c) on the signature page attached
    hereto concerning the Investor is true and correct; or
	 	 	 
	 	b.	The
    Purchase Price set forth on the signature page attached hereto, together with any other amounts previously used to purchase
    Shares in this offering, does not exceed 10% of the greater of the Investor’s annual income or net worth.


 


The
Investor represents that to the extent it has any questions with respect to its status as an accredited investor, or the application
of the investment limits, it has sought professional advice.


 


	 	v.	Stockholder
    Information. Within five days after receipt of a request from the Company, the Investor hereby agrees to provide such
    information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents
    as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject,
    including, without limitation, the need to determine the accredited status of the Company’s stockholders. The Investor
    further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide
    such information to the Company as a condition of such transfer.
	 	 	 
	 	vi.	Company
    Information. The Investor has read the Offering Circular filed with the SEC, including the section titled “Risk
    Factors.” The Investor understands that the Company is subject to all the risks that apply to early-stage companies,
    whether or not those risks are explicitly set out in the Offering Circular. The Investor acknowledges that no representations
    or warranties have been made to the Investor, or to the Investor’s advisors or representatives, if any, by the Company
    or others with respect to the business or prospects of the Company or its financial condition.
	 	 	 
	 	vii.	Valuation.
    The Investor acknowledges that the price of the Shares was set by the Company on the basis of the Company’s internal
    valuation and no warranties are made as to value. The Investor further acknowledges that future offerings of Shares may be
    made at lower valuations, with the result that the Investor’s investment will bear a lower valuation.
	 	 	 
	 	viii.	Domicile.
    The Investor maintains the Investor’s domicile (and is not a transient or temporary resident) at the address shown on
    the signature page.
	 	 	 
	 	ix.	No
    Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection
    with the transactions contemplated by this Agreement or related documents based on any arrangement or agreement binding upon
    the Investor. The Investor will indemnify and hold the Company harmless against any liability, loss or expense (including,
    without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim.


 




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	3.	Miscellaneous.


 


This
Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being
understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic
format.


 


All
communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand
delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter,
to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:


 


To
the Company: GreenKissNY Inc., 75 South Broadway, Suite 472, White Plains, New York, 10601.


 


To
the Investor: as set forth on the signature page hereto.


 


All
notices hereunder shall be effective upon receipt by the party to which it is addressed.


 




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The
undersigned, desiring to purchase shares of common stock of GreenKissNY Inc., by executing this signature page, hereby executes,
adopts and agrees to all terms, conditions and representations of the Agreement.


 


	(a)
    The number of Shares the undersigned hereby irrevocably subscribes for is:	 	 
	 	 	(enter
    number of Shares)
	 	 	 
	(b)
    The aggregate Purchase Price (based on a price of $1.00 per Share) for the Shares the undersigned hereby irrevocably subscribes
    for is:	 	$
	 	 	(enter
    total Purchase Price)


 


	(c)
    Check the applicable box:    
	 	 
	[  ]	The
    undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act). The undersigned
    has checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited
    investor status.
	 	     
	[  ]	The
    amount set forth in paragraph (b) above (together with any previous investments in the Shares pursuant to this offering) does
    not exceed 10% of the greater of the undersigned’s net worth or annual income.


 


(d)
The Shares being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:


 


 


(print
name of owner or joint owners)


 


	 	 	If
    the Shares are to be purchased in joint names, both Subscribers must sign:
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Name
    (Please Print)	 	Name
    (Please Print)
	 	 	 
	 	 	 
	Email
    address	 	Email
    address
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	Telephone
    Number	 	Telephone
    Number
	 	 	 
	 	 	 
	Social
    Security Number/EIN	 	Social
    Security Number
	 	 	 
	 	 	 
	Date	 	Date


 


	This
    Subscription is accepted	GreenKissNY
    Inc.
	 	 
	on
    _____________, 2016	By:	 
	 	Name:	 
	 	Title:	 


 




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CERTIFICATE
OF ACCREDITED INVESTOR STATUS


 


The
undersigned is an individual “accredited investor,” as that term is defined in Regulation D under the Securities Act
of 1933, as amended (the “Act”). The undersigned has checked the box below indicating the basis on which it
is representing its status as an “accredited investor”:


 


	[  ]	a
    bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section
    3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section
    15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the Act; an investment company
    registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that
    act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of
    the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any
    agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total
    assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act
    of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either
    a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan
    has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that
    are “accredited investors”;
	 	 
	[  ]	a
    private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
	 	 
	[  ]	an
    organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust,
    or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
	 	 
	[  ]	a
    natural person whose individual net worth, or joint net worth with the undersigned’s spouse, excluding the “net
    value” of his or her primary residence, at the time of this purchase exceeds $1,000,000 and having no reason to believe
    that net worth will not remain in excess of $1,000,000 for foreseeable future, with “net value” for such purposes
    being the fair value of the residence less any mortgage indebtedness or other obligation secured by the residence, but subtracting
    such indebtedness or obligation only if it is a liability already considered in calculating net worth;
	 	 
	[  ]	a
    natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with
    the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the
    same income level in the current year;
	 	 
	[  ]	a
    trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered,
    whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is
    capable of evaluating the merits and risks of the prospective investment; or
	 	 
	[  ]	an
    entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of
    the above standards.
	 	 
	[  ]	an
    individual who is a director or executive officer of GreenKissNY Inc.


 




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APPENDIX
A


 


Wire
Instructions:


 


KeyBank


270
Martine Ave.


White
Plains, NY 10601


Account
Name: GreenKissNY Inc.


ABA:
021300077


Account
Number: 324711000939


 






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