GreenHouse Holdings, Inc. (GRHU)

[iPickle]

The GreenHouse stockholders would receive, in the aggregate, common stock of Premier representing 40% of the fully diluted Premier common stock (excluding Premier options and warrants) after issuance of the same, less certain shares described below. Premier holds GreenHouse convertible debt and would deduct the Premier shares allocable to the conversion of such debt from such 40% amount. Certain other advances from Premier to GreenHouse would be treated similarly. Hence the actual issuance will be less than 40%.