February 8, 2019
Exhibit 10.1
February
8, 2019
By Email Only
CANX
USA, LLC
000
Xxxxx Xxxxxxx Xxxx., Xxxxx 000
Las
Vegas, NV 89145
Re:
OFFER TO TERMINATE
EXISTING AGREEMENTS AND RELEASE
Dear
CANX USA LLC,
Reference is made to that certain Waiver and
Modification Agreement and Amended and Restated Joint Venture
Agreement made as of July 10, 2014, and any ancillary agreements or
instruments thereto (collectively, the “Existing
Agreements”), by and among GrowLife, Inc.
(“GrowLife” or “PHOT”) and CANX USA, LLC,
(“CANX” and together with GrowLife, the
“Parties”). In connection with the Existing Agreements,
CANX became the holder of the warrants, which entitled you to
purchase 540,000,000 shares of
GrowLife Common Stock (the
“Warrants”).
The purpose of this letter is to present the
following the following “Offer” which shall expire if
not accepted with notice delivered to Xx. Xxxxx prior to
11:59
PM PST Sunday, February 10, 2019.
In
consideration for a one time lump sum issuance of $1,000,000 in
PHOT common stock priced at the February 7, 2019 closing price of
$0.008, or 125,000,000 restricted common stock shares (the
“Shares”) issued directly to CANX, GrowLife and CANX
agree to terminate any existing or further rights and obligations
between the Parties under, arising out of, or in any way related to
each of the Existing Agreements or the Warrants, the Warrants shall
be cancelled and returned to treasury, and GrowLife shall terminate
any and all relationship with Organic Growth International, LLC.
The Parties further agree to release fully and finally, any and all
claims, disputes, actions, or rights, known or unknown, which may
now exist or heretofore have existed, between the Parties relating
to the Existing Agreement or the Warrants or arising therefrom.
Upon acceptance and countersigned execution copies of this
Agreement, all rights and obligations under the Existing Agreements
and the Warrants will be terminated and of no further force or
effect, and each of the Parties shall be released from their
respective obligations thereunder.
GrowLife
is a fully reporting publically traded company. As such, the Shares
shall be eligible for deposit and public resale with the broker of
your choice pursuant to Rule 144 six (6) months after the date this
Offer is accepted and the Shares are issued to CANX. As additional
consideration, GrowLife will pay a maximum fee of $300 for CANX to
acquire a legal opinion for the removal of the Rule 144
legend.
In addition to the consideration and mutual
covenants referenced above, CANX and GrowLife, each of them,
hereby represents and warrants to, and agrees with, each of the
other that it has carefully read and reviewed this Agreement in its
entirety and understands it fully, has had an opportunity to review
the terms of this Agreement with independent legal counsel of its
choice prior to executing this Agreement, and has executed this
Agreement of its own free will. CANX and GrowLife each acknowledge
that the person executing this Agreement has the authority to
execute this Agreement on behalf of GrowLife or CANX, as
applicable, on whose behalf said person is purporting to execute it
and each corporate or limited liability company Party hereto
represents and warrants that the execution and delivery of this
Agreement has been duly authorized and approved.
CANX
and GrowLife further agree that this Agreement is intended to be
final and binding between and among, and to inure to the benefit of
the Parties, including their heirs, executors, personal
representatives, attorneys, successors and assigns, and is further
intended to be effective as a full and final accord and
satisfaction between and among the Parties regardless of any claims
of fraud, misrepresentation, concealment of fact, mistake of fact
or law, breach of fiduciary duty or any other claims or
circumstances that have occurred as of the date hereof. Each Party
relies on the finality of this Agreement as a material factor
inducing that Party’s execution of this
Agreement.
The
term of the Offer made by GrowLife in this letter shall expire at
11:59
PM Pacific Standard Time on Sunday, February 10, 2019,
unless sooner accepted by CANX by signing below and returning an
executed copy of this letter agreement to GrowLife prior to the
time of expiration.
Very
truly yours,
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By:
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/s/
Xxxxx
Xxxxx
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Name:
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Xxxxx
Xxxxx
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Title:
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President and
CEO
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ACCEPTED AND AGREED TO:
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CANX USA,
LLC:
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By:
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/s/
Xxxx
Xxx
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Name:
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Xxxx
Xxx, Authorized Signatory
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