OPTION AGREEMENT

 

 

This OPTION AGREEMENT (“Agreement”) is made as of the 8th day of June, 2016, by and between TCA GLOBAL CREDIT MASTER FUND, LP (“Seller”) and OLD MAIN CAPITAL, LLC (“Buyer”).

 

 

WHEREAS, Growlife, Inc., a Delaware corporation (the “Borrower”) is indebted to Seller pursuant to the terms of that certain Securities Purchase Agreement dated as of April 30, 2015, but made effective as of July 9, 2015 (the “Original Purchase Agreement”), as supplemented by that certain Securities Purchase Agreement dated as of April 30, 2015, but made effective as of August 6, 2015 (the “Supplemental Purchase Agreement”), together with Amended and Restated Securities Purchase Agreement dated as of October 27, 2015 (the “Restated Purchase Agreement”), as further modified by First Amendment to Amended and Restated Securities Purchase Agreement dated as of April _____, 2016 (the “First Amendment”) (the Original Purchase Agreement, the Supplemental Purchase Agreement, the Restated Purchase Agreement, as amended by the First Amendment, together with any other amendments, renewals, substitutions, supplements, replacements, or modifications from time to time, collectively referred to as the “Purchase Agreement”)(the indebtedness arising under the Purchase Agreement hereinafter referred to as the “Debt”); and

 

WHEREAS, Seller desires to grant Buyer the right to purchase a portion of the Debt under the terms of a Debt Purchase Agreement (the “DPA”) between the Seller and the Buyer to be entered into simultaneously herewith;

 

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Seller, the parties each intending to be legally bound hereby do agree as follows, to-wit:

 

 

2. Option Right. Seller hereby grants to Buyer the option and right to purchase up to $1,400,000 of the Debt in accordance with the terms of the DPA, and the terms set forth in this Agreement (the “Option”). The Option shall be and continue in effect from the date of the execution of this Agreement, until 5:00 P.M. EST, on June 8, 2016 (the “Option Period”). Buyer may exercise the Option by delivering to Seller, prior to the end of the Option Period, a written notice advising Seller that Buyer exercises the Option.

 

3. Monthly Option Fee. In consideration for Seller’s granting of the Option to Buyer as herein set forth, Buyer shall pay to Seller three (3) option payments (each, an “Option Payment”), each Option Payment in the sum of Fifty Thousand and No/100 Dollars ($50,000.00), the first Option Payment being due and payable upon execution of this Agreement, the second Option Payment being due thirty (30) days after the execution of this Agreement, and the third Option Payment being due sixty (60) days after the execution of this Agreement. Buyer’s rights to purchase any of the Debt in accordance with the DPA are conditioned upon Buyer timely making all three (3) Option Payments. If Buyer fails to timely make any of the Option Payments, this Agreement and the DPA shall terminate and be of no further force or effect, and any Option Payments paid, if any, shall be non-refundable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Robert Press, Director

 

Date; June 8, 2016

 

 

 

 

 

Date; June 8, 2016