Grow Solutions Holdings, Inc. Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 24th, 2017 • Grow Solutions Holdings, Inc. • Services-management consulting services • Florida

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2017, by and between Grow Solutions Holdings, Inc., a Nevada Corporation, with headquarters located at 535 5th Avenue, 24th Floor, New York, NY 10017 (the “Company”), and CAREBOURN CAPITAL, L.P., a Delaware limited partnership with headquarters located at 8700 Blackoaks Lane North, Maple Grove, MN 55311 (the “Buyer”).

ARTICLE III REPRESENTATIONS AND WARRANTIES
Share Exchange Agreement • March 1st, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine
10% SENIOR REPLACEMENT CONVERTIBLE PROMISSORY NOTE
Convertible Security Agreement • July 24th, 2017 • Grow Solutions Holdings, Inc. • Services-management consulting services • Kansas

THIS 10% SENIOR REPLACEMENT CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Senior Replacement Convertible Promissory Notes of Grow Solutions Holdings, Inc., a Nevada corporation (the “Company”), having its principal place of business at 1111 Broadway, Suite 406, Denver, CO 80203, designated as its 10% Senior Convertible Promissory Note (the “Note”).

GROW SOLUTIONS HOLDINGS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • June 21st, 2021 • Grow Solutions Holdings, Inc. • Services-management consulting services • Nevada

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

LEASE AGREEMENT
Lease Agreement • February 2nd, 2000 • Lighttouch Vein & Laser Inc
SECURITY AGREEMENT
Security Agreement • December 23rd, 2015 • Grow Solutions Holdings, Inc. • Services-management consulting services • Nevada

This SECURITY AGREEMENT (the “Security Agreement”) dated as of June 30, 2015, but made effective as of December 7, 2015, is executed by and among GROW SOLUTIONS, INC., a Delaware corporation, ONE LOVE GARDEN SUPPLY, a Colorado limited liability company (each of the foregoing sometimes individually referred to as a “Debtor” and all such entities sometimes hereinafter collectively referred to as “Debtors”), with the Debtors having their chief executive offices located at 35 5th Avenue, 24th Floor, New York, NY 10017, and TCA Global Credit Master Fund, LP (the “Secured Party”).

SENIOR SECURED CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$3,000,000 BY AND AMONG GROW SOLUTIONS HOLDINGS, INC., as Borrower, GROW SOLUTIONS, INC. AND ONE LOVE GARDEN SUPPLY, as Joint and Several Guarantors, AND TCA GLOBAL CREDIT MASTER...
Senior Secured Credit Facility Agreement • December 23rd, 2015 • Grow Solutions Holdings, Inc. • Services-management consulting services • Nevada

This SENIOR SECURED CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of June 30, 2015 and made effective as of December 7, 2015 (the “Effective Date”), is executed by and among: (i) GROW SOLUTIONS HOLDINGS, INC., a corporation incorporated under the laws of the State of Nevada (the “Borrower”); (ii) GROW SOLUTIONS, INC., a corporation incorporated under the laws of the State of Delaware, ONE LOVE GARDEN SUPPLY, a limited liability company organized under the laws of the State of Colorado (each individually, a “Corporate Guarantor” and collectively, the “Corporate Guarantors”); (iii) any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 3.19 hereof, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof (the “Additional Guarantors”) (the Corporate Guarantors and the Additional Guarantors, together, jointly and severally, the “Guarantors” a

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • December 23rd, 2015 • Grow Solutions Holdings, Inc. • Services-management consulting services • Florida

THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of June 30, 2015, but made effective as of December 7, 2015, by and between GROW SOLUTIONS HOLDINGS, INC., a Nevada corporation (the “Pledgor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”), with the joinder of DAVID KAHAN, P.A. (“Escrow Agent”).

WITNESSETH:
Purchase Agreement • March 1st, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine • Ohio
RECITALS
Medical Director and Administrative Services Agreement • June 22nd, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine • Kentucky
LEASE AGREEMENT
Lease Agreement • February 2nd, 2000 • Lighttouch Vein & Laser Inc
ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement • February 19th, 2015 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine • Utah

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on this 16th day of February, 2015, by and among LightTouch Vein & Laser, Inc., a corporation incorporated under the laws of the State of Nevada (the “Parent”), LightTouch Vein & Laser Acquisition Corporation, a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the “Merger Sub”), Edward Bailey, an individual residing at 4492 South Enclave Vista Lane, Holladay, Utah 84124 (the “Sole Officer”), and Grow Solutions, Inc., a corporation incorporated under the laws of the State of Delaware (“Grow Solutions”).

GROW SOLUTIONS HOLDINGS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2021 • Grow Solutions Holdings, Inc. • Services-management consulting services • Nevada

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered on March 6, 2019, by and between Grow Solutions Holdings, Inc., a Nevada company (the "Company") and Chad Fischl, an individual (the "Employee"), with an effective date of March 5, 2019, (the “Commencement Date”).

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ACQUISITION AGREEMENT AND PLAN OF MERGER
Acquisition Agreement • May 20th, 2015 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine • New Jersey

This ACQUISITION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on this day of May , 2015, by and among LightTouch Vein & Laser, Inc., a corporation incorporated under the laws of the State of Nevada (the “Parent”), Grow Solutions Acquisition LLC, a limited liability company organized under the laws of the State of Colorado and a wholly-owned subsidiary of the Parent (the “Merger Sub”), One Love Garden Supply LLC, a limited liability company organized under the laws of the State of Colorado (“OneLove”), and all of the members of OneLove set forth on Schedule I attached hereto (the “Members”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 16th, 2015 • Grow Solutions Holdings, Inc. • Services-management consulting services • Colorado

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of September, 2015 by and among Grow Solutions Holdings, Inc., a Delaware corporation (“Parent”), One Love Garden Supply LLC, a Colorado limited liability company (“Buyer”) D&B INDUSTRIES, LLC, an individual (“Seller”).

LEASE AGREEMENT
Lease Agreement • March 1st, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine

FOR GOOD C0NSIDERATION it is agreed that Gregory F. Martini, whose address is 11157 Snider Road, Cincinnati, Ohio 45249, ("MARTINI") is the owner of certain equipment ("EQUIPMENT") listed on Exhibit "A" attached hereto, and does hereby lease to Light Touch Vein & Laser, Inc., an Ohio corporation, whose address is 10663 Montgomery Road, Cincinnati, Ohio 45242, ("LIGHT TOUCH") said EQUIPMENT.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 24th, 2017 • Grow Solutions Holdings, Inc. • Services-management consulting services

This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated effective as of the 9th day of February, 2017 (the “First Amendment Effective Date”), by and between GROW SOLUTIONS HOLDINGS, INC., a Nevada corporation (the “Borrower”); GROW SOLUTIONS, INC., a Delaware corporation, ONE LOVE GARDEN SUPPLY, a Colorado limited liability company (each individually, a “Corporate Guarantor” and collectively, the “Corporate Guarantors”)(the Borrower and the Corporate Guarantors sometimes collectively referred to as the “Credit Parties”), JEFFREY BEVERLY, an individual (the “Validity Guarantor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).

OPERATIVE TERMS:
License and Distribution Agreement • March 1st, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine • Florida
LightTouch Vein, Laser & Hair Center Inc. 10663 Montgomery Road, First Floor Cincinnati, OH 45242 February 28, 2000 Mr. A. Wayne Perrone 3511 Beale Street McKeesport, PA 15132 Dear Wayne: In response to your recent proposal, LightTouch Vein & Laser,...
Employment Agreement • June 12th, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine

In response to your recent proposal, LightTouch Vein & Laser, Inc., a public company, traded on the OTC Bulletin Board under the symbol "LTVL" (hereinafter referred to as "LightTouch") proposes the following agreement for services provided by A. Wayne Perrone (hereinafter referred to as "Perrone"):

ASSIGNMENT AGREEMENT
Assignment Agreement • November 14th, 2017 • Grow Solutions Holdings, Inc. • Services-management consulting services • New Jersey

THIS ASSIGNMENT AGREEMENT (this “Agreement”) is made as of November 1, 2017, by and between, Grow Solutions Holdings, LLC, a Colorado limited liability company (the “Assignor”) and TCA Share Holdings, LLC, a Nevada limited liability company (the “Assignee”).

MEDICAL DIRECTOR AND ADMINISTRATIVE SERVICES AGREEMENT
Medical Director and Administrative Services Agreement • March 1st, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine • Ohio
SETTLEMENT AND SEPARATION AGREEMENT
Settlement and Separation Agreement • January 28th, 2021 • Grow Solutions Holdings, Inc. • Services-management consulting services • Nevada

THIS SETTLEMENT AND SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of November, 2020, by and among Chad Fischl (“Mr. Fischl”) on the one hand, and Grow Solutions Holdings, Inc. (“GRSO” or the “Company”), on the other hand. This Agreement settles the terms and conditions to Chad Fischl resigning from the Company and returning his shares of Series A Preferred Stock and Series B Preferred Stock to the Company (the “Resignation and Return of Shares”). Mr. Fischl and GRSO shall be referred to individually as a “Party” or collectively as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • May 20th, 2015 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine • Colorado

THIS AGREEMENT (“Agreement”) is made and entered into this day of May , 2015 (the “Effective Date”), by and between LightTouch Vein & Laser, Inc., a Nevada corporation (hereinafter the “Company”), and MICHAEL LEAGO (hereinafter the “Employee,” and together with the Company, the “Parties”).

ARTICLE 1
Merger Agreement • August 18th, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine • Delaware
LEASE AGREEMENT
Lease Agreement • March 1st, 2000 • Lighttouch Vein & Laser Inc • Services-offices & clinics of doctors of medicine
MANUFACTURING DISTRIBUTION AND MARKETING LICENSE & TRADEMARK AGREEMENT: By and Between FarmBoys Design Corp. And
Manufacturing Distribution and Marketing License & Trademark Agreement • June 21st, 2021 • Grow Solutions Holdings, Inc. • Services-management consulting services • Saskatchewan

THIS AGREEMENT is entered into this 6th day of December, 2018 by and between FarmBoys Design Corp, a Corporation having an address at 316-111 Research Drive, Saskatoon, SK, Canada (“LICENSOR”), and Pure Roots Holding, Ltd., a Wyoming corporation with offices at P.O. Boxx 2869, Jackson, WY 83001 (“LICENSEE”).

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