PHOTOTRON HOLDINGS, INC. 6% SENIOR SECURED CONVERTIBLE NOTEConvertible Security Agreement • March 22nd, 2012 • Phototron Holdings, Inc. • Glass products, made of purchased glass • California
THIS NOTE is one of a series of duly authorized and validly issued 6% Senior Secured Convertible Notes of Phototron Holdings, Inc., a Delaware corporation (the “Company”), having its principal place of business at 717 E. Gardena Blvd., Gardena, California 90248, designated as its 6% Senior Secured Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PHOTOTRON HOLDINGS, INC. SG TECHNOLOGIES CORP SGT MERGER CORPORATION W-NET FUND I, L.P. AND STERLING C. SCOTT Dated as of March 21, 2012Merger Agreement • March 22nd, 2012 • Phototron Holdings, Inc. • Glass products, made of purchased glass • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) made this 21st day of March, 2012, is entered into by and among Phototron Holdings, Inc., a Delaware corporation (“PHI”), SGT Merger Corporation, a Nevada corporation and wholly-owned Subsidiary of PHI (“MergerCo”), SG Technologies Corp, a Nevada corporation (“SGT”), W-net Fund I, L.P., a Delaware limited partnership (the “Investor Representative”), and Sterling C. Scott (the “SGT Representative”). PHI, MergerCo and SGT are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 22nd, 2012 • Phototron Holdings, Inc. • Glass products, made of purchased glass • California
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of March 16, 2012, is made by Phototron Holdings, Inc., a Delaware corporation (the “Company”), and all of the subsidiaries of the Company (together with the Company, collectively, the “Grantors”), in favor of the holders of the Company’s 6% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $2,000,000 (collectively, the “Notes”) pursuant to the Purchase Agreement (as defined herein) (collectively, together with their endorsees, transferees and assigns, the “Lenders”).
SECURITY AGREEMENTSecurity Agreement • March 22nd, 2012 • Phototron Holdings, Inc. • Glass products, made of purchased glass • California
This SECURITY Agreement (this “Agreement”) is made as of the 16th day of March, 2012 (the “Effective Date”), by and among Phototron Holdings, Inc., a Delaware corporation (the “Borrower”), Growlife, Inc., a Delaware corporation (“Growlife”), Phototron, Inc., a California corporation (“Phototron” and together with the Borrower and Growlife, collectively, the “Debtors”), and the holders, each signatory hereto, of the Borrower’s 6% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $2,000,000 (the “Notes”) pursuant to the Purchase Agreement (as defined herein) (collectively, together with their endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”), and W-net Fund I, L.P., who will serve as the representative of the Secured Parties and is referred to herein from time to time as the as the “Secured Party Representative”.
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • March 22nd, 2012 • Phototron Holdings, Inc. • Glass products, made of purchased glass • California
This Securities Purchase and Exchange Agreement (this “Agreement”) is dated as of March 16, 2012 among Phototron Holdings, Inc., a Delaware corporation (the “Company”), Europa International, Inc. (“Europa”), W-Net Fund I, L.P. (“W-Net” and together with Europa, collectively, the “Investors”), each purchaser that executes a counterpart signature page hereto from time to time (together with the Investors, each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and W-Net, which will serve as the representative of the Purchasers, and is referred to herein from time to time as the “Purchaser Representative”.
