FORM OF SERIES A,B,C,D WARRANTS ATTACHED TO PREFERRED STOCK PURCHASE AGREEMENTSAdvanced Growing Systems, Inc. • July 10th, 2007 • Wholesale-miscellaneous nondurable goods • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May 3, 2007 among ADVANCED GROWING SYSTEMS, INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock Purchase Agreement • July 10th, 2007 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of May 3, 2007 by and among Advanced Growing Systems, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2007 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • Texas
This Agreement is made and entered into as of the 30th day of January, 2006 (“Agreement Date”) by and between Advanced Growing Systems Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Chris J. Nichols, an individual (hereinafter referred to as the “Employee”). The Company and the Employee are collectively referred to as the “Parties”. This Agreement supersedes any similar agreement between the Parties.
Waiver of Time for Subsequent Closing VISION OPPORTUNITY MASTER FUND, LTD.Convertible Preferred Stock Purchase Agreement • July 10th, 2007 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods
Reference is made to the Series A Convertible Preferred Stock Purchase Agreement dated as of March 9, 2007 (the “Purchase Agreement”) by and between Advanced Growing Systems, Inc. (the “Company”), and Vision Opportunity Master Fund, Ltd. (the “Investor”), pursuant to which the Investor purchased from the Company shares of Series A Convertible Preferred Stock and Warrants, each convertible or exercisable into shares of the Company’s Common Stock. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement.
