Common use of Disclosure of Transactions and Other Material Information Clause in Contracts

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing and contemporaneously therewith and (b) as is required by Applicable Law.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day business day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms and conditions of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “"8-K Filing”"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose to, provide the name of Purchaser with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the 8-K Filing with the Commission without the express written consent of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersPurchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above, the Purchaser shall be consulted by the Company (although the consent of the Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”)) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its respective officers, directors, employees and agents not publicly disclose the name of to, provide any Purchaser or with any affiliate or investment adviser material, nonpublic information regarding the Company from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, Company without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Purchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above Purchaser shall be notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the second first (1st) Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act Act, as amended and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the issuance of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. In addition, effective upon the issuance of 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates on the one hand, and the Purchaser or any of its affiliates on the other hand, shall terminate. The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agencyagency or Trading Market, without the prior written consent of such the Purchaser, except (a) as required by federal securities laws and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide each the Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing and contemporaneously therewith and permitted under this clause (b) as is required by Applicable Law).

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, on the second Business Day business day immediately following the date of this AgreementClosing Date, the Company shall issue a press release release, and on or before 5:30 p.m., New York City time, on the business day immediately following the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission describing the terms and conditions of the transactions contemplated by the Exchange Agreement and the Transaction Documents and including as exhibits to such Current Report on Form 8-K, the Exchange Agreement, this Agreement, the Certification of Designations, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “"8-K Filing”FILING"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose the name of to, provide any Purchaser with any material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, 9:30 a.m. EST on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of specifically given in writing by such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second Business Day following the date of this AgreementJune 14, 2004, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act Act, and attaching the Agreement material Transaction Documents (including, without limitation, this Agreement, the form of Note, and the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The From and after the filing of the 8-K Filing with the SEC, unless required pursuant to Section 3(i) of the Registration Rights Agreement, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. Unless required pursuant to Section 3(i) of the Registration Rights Agreement, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not publicly disclose to, provide any Buyer with any material, nonpublic information regarding the name of any Purchaser Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserBuyer. Subject to the foregoing, neither Neither the Company nor the Purchasers any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and prior to or contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) Riverview Group, LLC, shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second third Business Day immediately following the effective date of this Agreement, the Company GrowLife shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing ) with the Commission (other than in a Registration Statement describing the terms of the transactions contemplated by the Transaction Documents and any including as exhibits to filings made such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in respect of this transaction in accordance with periodic report or current report filing requirements under the form required by the Exchange Act) . As of the time of the filing of the 8-K Filing with the Commission, CANX shall not be in possession of any material, nonpublic information received from GrowLife or any regulatory agencyof its officers, directors, employees or agents, that is not disclosed in the 8-K Filing. GrowLife shall not, and shall cause each of its respective officers, directors, employees and agents not to, provide CANX with any material, nonpublic information regarding GrowLife from and after the filing of the 8-K Filing with GrowLife without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserCANX. Subject to the foregoing, neither the Company GrowLife nor the Purchasers CANX shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company GrowLife shall be entitled, without the prior approval of the PurchasersCANX, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above, CANX shall be notified by GrowLife (although the consent of CANX shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange 1934 Act and attaching the Agreement as an exhibit to such filing material Transaction Documents not previously filed (including, without limitation, this Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not publicly disclose to, provide the name of Investor with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company Company, its Subsidiaries nor the Purchasers Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersInvestor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser Investor or any affiliate or investment adviser of the PurchaserInvestor, or include the name of any Purchaser Investor or any affiliate or investment adviser of the Purchaser Investor in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such PurchaserInvestor, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser Investor whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company nor the Purchasers Investors shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersInvestors, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by this Agreement and disclosing any other material, nonpublic information that the Transaction Documents Company may have provided to any Purchaser at any time prior thereto in the form required by the Exchange 1934 Act and attaching the Agreement material transaction documents (including, without limitation, this Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose Neither the name of Company, its Subsidiaries nor any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Purchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) each Purchaser shall be provided a draft of such press release or other public disclosure prior to its release and given the opportunity to comment). Without the prior written consent of any applicable Purchaser, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise other than in connection with this Agreement, as contemplated pursuant to the this Agreement, unless such disclosure is required by law, regulation or the Nasdaq Stock Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second Business first Trading Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC describing the terms and conditions of the transactions contemplated by the Transaction Documents in this Agreement and attaching this Agreement, the form required by of Warrant, the Exchange Act Registration Rights Agreement and attaching the Agreement press release referred to below as an exhibit exhibits to such filing (including all attachments, the “"8-K Filing”"). Upon the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any Subsidiary or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each Subsidiary and each of its respective officers, directors, employees and agents, not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name of any Purchaser Company or any affiliate or investment adviser Subsidiary from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such PurchaserBuyer; provided, except to however, that the extent foregoing obligation shall not apply in the event that the Buyer requests such disclosure is required by law or regulations, in which case material nonpublic information from the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserCompany. Subject to the foregoing, neither Neither the Company nor the Purchasers any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on or before the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents and the transactions set forth in Schedule 3(u) of the Company Disclosure Letter, in form and in substance required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes and the Registration Rights Agreement) as an exhibit exhibits to such filing Form 8-K (including all attachments, the “8-K Filing”). As of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits acknowledges its obligation to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except conform to the extent such disclosure is required by law or regulations, requirements of Regulation FD in which case the Company shall provide its dealings with each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserBuyer. Subject to the foregoing, neither Neither the Company nor the Purchasers any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and substantially contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release if the Notes or such Buyer is referred to therein).

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the second fourth (4th) Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act Act, as amended and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the issuance of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. In addition, effective upon the issuance of 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates on the one hand, and the Purchaser or any of its affiliates on the other hand, shall terminate. The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agencyagency or Trading Market, without the prior written consent of such the Purchaser, except (a) as required by federal securities laws and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide each the Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing and contemporaneously therewith and permitted under this clause (b) as is required by Applicable Law).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second Business Day following the date of this AgreementDecember 22, 2003, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the Agreement material Transaction Documents (including, without limitation, this Agreement, the form of Debenture, the form of Warrant and the Registration Rights Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”). The As of the filing of the 8-K Filing with the SEC, unless required pursuant to Section 3(i) of the Registration Rights Agreement, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. Unless required pursuant to Section 3(i) of the Registration Rights Agreement, the Company shall not, and shall use its reasonable best efforts to cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not publicly disclose to, provide any Buyer with any material, nonpublic information regarding the name of any Purchaser Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserBuyer. Subject to the foregoing, neither the Company nor the Purchasers any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Buyer, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the Business Day following the date of this Agreement, the Company and Opko shall issue two joint press releases, approved and released by both parties, with one press release describing the transactions contemplated by this Agreement and the other press release describing the transactions contemplated by the Asset Purchase Agreement. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act and attaching the this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company or any Purchaser shall be entitled, without the prior approval of the Company or any of the Purchasers, (as applicable) to make any other press release or other public disclosure with respect to such transactions transactions: (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith; and (bii) as is may be required by Applicable Lawapplicable law and regulations, including the Exchange Act (and, in such a case, solely to the extent so required). From and after the 8-K Filing, no Purchaser shall be in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second fourth Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Series F Warrant and the form of the Registration Rights Agreement as an exhibit exhibits to such filing (including all attachments, the “"8 K Filing"). From and after the filing of the 8-K Filing with the SEC, no Investor shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing”). The Company shall not, and shall cause each of its officers, directors, employees and agents, not publicly disclose to, provide any Investor with any material, nonpublic information regarding the name of any Purchaser Company or any affiliate or investment adviser Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company nor the Purchasers shall not issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasersany Investor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is otherwise required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) Cxxxxxx Xxxxxx and Dxxxx Management, LLC shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except as required in the Registration Statement, without the prior written consent of any applicable Investor, neither the Company nor any of its affiliates shall disclose the name of such Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following As soon as practicable after the date hereof and in any event within the time period required under the rules and regulations of this Agreementthe SEC, the Company Issuer shall issue a press release and file a Current Report on Form 8-K describing the material terms and conditions of the transactions contemplated by this Agreement and the Additional Transaction Documents in the form required by the Exchange Act and attaching this Agreement and the Agreement Additional Transaction Documents as an exhibit exhibits to such filing (including all attachmentscollectively, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to Except for the foregoing, neither the Issuer, any other Subject Company nor the Purchasers Note Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of the PurchasersNote Purchaser, to make any press release or other public disclosure with respect to such transactions transactions, (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) the Note Purchaser shall be consulted by the Issuer in connection with any such press release or other public disclosure prior to its release). Except for the 8-K Filing, any registration statement required to be filed pursuant to the Registration Rights Agreement or as otherwise required by law, without the prior written consent of any applicable Note Purchaser, neither the Issuer nor any of its Subsidiaries or Affiliates shall disclose the name of the Note Purchaser in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the second next Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 86-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act Act, as amended and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “86-K Filing”). From and after the issuance of the 6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. In addition, effective upon the issuance of 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or affiliates on the one hand, and the Holder or any of its affiliates on the other hand, shall terminate. The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the PurchaserHolder, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser Holder in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agencyagency or Trading Market, without the prior written consent of such Purchaserthe Holder, except (a) as required by federal securities laws and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed the Holder with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing and contemporaneously therewith and permitted under this clause (b) as is required by Applicable Law).

Disclosure of Transactions and Other Material Information. On or before 8:30 Between 6:00 a.m. and 9:30 a.m., New York City timeTime, on the second Business Day following the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act 1934 Act, and attaching the Agreement material transaction documents (including, without limitation, this Agreement) as an exhibit exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”). From and after the filing of the 8-K Filing with the SEC, the Investors shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not publicly disclose to, provide the name of Investor with any Purchaser material nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither the Company nor the Purchasers Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersInvestor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable law and regulations, including the applicable rules and regulations of the Trading Market (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on or before the second Business Day business day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms and conditions of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “"8-K Filing”"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose to, provide the name of Purchaser with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the 8-K Filing with the Commission without the express written consent of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersPurchaser, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above, the Purchaser shall be consulted by the Company (although the consent of the Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on or before the second third Business Day immediately following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the Commission describing the terms and conditions of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). For purposes of this Agreement, a “Business Day” means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of Texas generally are authorized or required by law or other government actions to close. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose the name of to, provide any Purchaser with any material, nonpublic information regarding the Company or any affiliate or investment adviser of its Subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither Neither the Company nor the Purchasers any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Purchasers, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m.5:30 p.m., New York City time, on the second Business Day following first (1st) business day after the date of this Agreement, issue a press release (the "Press Release") disclosing the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the fourth (4th) business day after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents in the form and manner required by the Exchange Act and attaching (the Agreement as an exhibit to such filing (including all attachments, the “"8-K Filing”"). The Company shall not publicly disclose Neither the name of any Purchaser or any affiliate or investment adviser of the PurchaserCompany, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company its Subsidiaries nor the Purchasers Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersInvestor, to make the Press Release and any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and (bii) as is required by Applicable Lawapplicable Law and regulations. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of the Investor, except: (a) as required by federal securities Law in connection with (i) the 8-K Filing, (ii) any registration statement contemplated by the Registration Rights Agreement and (iii) the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by Law or Trading Market regulations, in which case the Company shall provide the Investor with prior notice of such disclosure permitted under this clause (b). It is understood that, by execution of this Agreement, Investor authorizes the Company to publicly disclose Daniel M. Rifkin's identity as an affiliate of the Investor xxxxxxxxx.

Disclosure of Transactions and Other Material Information. (a) On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and describing the transactions contemplated by this Agreement. On or before 8:30 a.m., New York City time, on the Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act and attaching the this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company or any Purchaser shall be entitled, without the prior approval of the Company or any of the Purchasers, (as applicable) to make any other press release or other public disclosure with respect to such transactions transactions: (a) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith; and (b) as is may be required by Applicable LawLaw and regulations, including the Exchange Act (and, in such a case, solely to the extent so required). From and after the 8-K Filing, no Purchaser who has not entered into a separate confidentiality agreement with the Company shall be in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the 8-K Filing. (b) After the public disclosure of this Agreement as contemplated in the preceding paragraph, the Company covenants and agrees that neither it, nor any other person acting on its behalf, has provided or will provide any Purchaser with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of and specifically identifying such information as material and non-public.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second third Business Day immediately following the effective date of this Agreement, the Company GrowLife shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing ) with the Commission (other than in a Registration Statement describing the terms of the transactions contemplated by the Transaction Documents and any including as exhibits to filings made such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in respect of this transaction in accordance with periodic report or current report filing requirements under the form required by the Exchange Act) . As of the time of the filing of the 8-K Filing with the Commission, CANX shall not be in possession of any material, nonpublic information received from GrowLife or any regulatory agencyof their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. GrowLife shall not, and shall cause each of its respective officers, directors, employees and agents not to, provide CANX with any material, nonpublic information regarding GrowLife from and after the filing of the 8-K Filing with GrowLife without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserCANX. Subject to the foregoing, neither the Company GrowLife nor the Purchasers CANX shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company GrowLife shall be entitled, without the prior approval of the PurchasersCANX, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (bii) as is required by Applicable Lawapplicable law and regulations (provided that in the case of clause (i) above CANX shall be notified by GrowLife (although the consent of CANX shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, on the second Business Day fourth (4th) business day following the date Closing of this Agreementthe Offering, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Offering Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not, and shall not publicly disclose cause any of its subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the name of Investor with any Purchaser material, nonpublic information regarding the Company or any affiliate or investment adviser of its subsidiaries from and after the filing of the Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing 8-K Filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, SEC without the prior express written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such PurchaserInvestor. Subject to the foregoing, neither Neither the Company nor the Purchasers Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the PurchasersInvestor, to make any press release or other public disclosure with respect to such transactions (ai) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (bii) as may be required by applicable law, rule or regulation. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency, without the prior written consent of the Investor, except (A) for disclosure thereof which is required in the 8-K Filing or registration statement or (B) as required by Applicable Lawlaw or Exchange regulations or any order of any court or other governmental agency, in which case the Company shall provide the Investor with prior notice of such disclosure.