GrowLife Inc (PHOT)

[Art Vandeley]

Explanation of Responses:
( 1) On July 3, 2014, Sterling Scott was issued 795,455 shares of Common Stock of GrowLife, Inc. pursuant to a stock option exercise. Mr. Scott's previous Form 4 filing on this issuance did not mention the nature of his acquisition. Mr. Scott's Form 4 filing on July 14, 2014 is amended as set forth herein.
( 2) At the end of this transaction, Sterling Scott beneficially owns 54,747,073 shares of common stock, of which Sterling Scott's wife owns 6,079,888.
( 3) On November 3, 2013, Sterling Scott was issued 12,000,000 stock options with an exercise price of $0.085 per share. As of Mr. Scott's resignation from GrowLife, Inc. on 5/18/14, 3,500,000 options vested and the remaining 8,500,000 options expired. On July 3, 2014, Mr. Scott exercised his 3,500,000 options which were converted into 795,455 shares of Common Stock of GrowLife, Inc. issued by GrowLife to Mr. Scott as reported in Table I above.
( 4) At the end of this transaction, Sterling Scott holds derivative securities in the form of a convertible note exercisable into 65,721,714 shares of Common Stock of GrowLife, Inc.

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