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Intel

11/21/13 10:56 AM

#31275 RE: strategydoc #31258

140 million shares "sold" for $1.3 million loan with 7+% interest seems smart to you? decreasing shareholder ownership is a good thing? Within 14 days even more issued? As an investor in PHOT for over 2 years (with a great avg), that is sickening.

Concurrent with the execution of this Agreement, OGI will provide (as a part of the Transaction Financing) a funding commitment to GrowLife of one million three hundred thousand dollars ($1,300,000) (the “First Transaction Commitment”). Subject to the approvals set forth in 2.a. above, GrowLife may use this First Transaction Commitment in connection with its GrowLife Infrastructure Finance Technology program.


c.

Concurrent with the execution of this Agreement, GrowLife agrees to deliver to CANX one hundred forty million (140,000,000) freely and fully transferrable, unrestricted warrants to purchase one hundred forty million (140,000,000) shares of GrowLife common stock, par value $0.0001 per share (“Common Stock”), at a maximum strike price of $0.033 per share, as described in the form attached as Exhibit A (the “Initial Warrants”).