SECURITIES PURCHASE AGREEMENTSecurities 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”).
10% SENIOR REPLACEMENT CONVERTIBLE PROMISSORY NOTEConvertible 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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit 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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 24th, 2017 • Grow Solutions Holdings, Inc. • Services-management consulting services • Oregon
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into effective as of January 1, 2017 (the “Closing Date”) by and between Westcoast Organic & Hydroponic, a corporation organized under the laws of the State of Oregon and located at 12410 SAE SE 282ND Ave., Boring OR 97009 and having a mailing address of PO Box 30748, Portland OR 97294 (the “Seller”), and One Love Garden Supply Oregon LLC, an Oregon limited liability company and wholly owned subsidiary of Grow Solutions Holdings, Inc., a corporation incorporated under the laws of the State of Delaware and located at 1111 Broadway Avenue #406, Denver, CO, (the “Purchaser”). The Seller and the Purchaser shall be known herein as the “Parties” and each a “party”.
DEBT PURCHASE AGREEMENTDebt Purchase Agreement • July 24th, 2017 • Grow Solutions Holdings, Inc. • Services-management consulting services
THIS DEBT PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the 15th day of February, 2017 (the “Effective Date”), by and among TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership, with an address of 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (“Assignor” or “Lender”), L2 CAPITAL, LLC (“Assignee”), and GROW SOLUTIONS HOLDINGS, INC., a Nevada corporation (the “Borrower”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 24th, 2017 • Grow Solutions Holdings, Inc. • Services-management consulting services • Florida
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered effective as of January 1, 2017 (the “Closing Date”) by and between Keys Organic and Hydroponic Supply LLC, a limited liability company organized under the laws of the State of Florida and located at 27941 Barbados Lane, Ramrod Key, FL 33042 (the “Seller”), and One Love Garden Supply Florida LLC, a wholly owned subsidiary of Grow Solutions Holdings, Inc., a corporation incorporated under the laws of the State of Delaware and located (the “Purchaser”). The Seller and the Purchaser shall be known herein as the “Parties” and each a “Party”.3
