Exhibit 10.2


 


THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.


 


GROWLIFE,
INC.


 


SENIOR
SECURED, CONVERTIBLE, REDEEMABLE DEBENTURE


 


	Dated as of: April 30, 2015


Effective Date: August 6, 2015


Maturity Date: August 6, 2016
	 	Principal Amount: $100,000.00



 


This
SENIOR SECURED, CONVERTIBLE REDEEMABLE DEBENTURE (the “Debenture”) is issued, dated as of April 30, 2015 and
effective as of August 6, 2015 (the “Effective Date”), by GROWLIFE, INC., a corporation incorporated under
the laws of the State of Delaware (the “Company”), to TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership
organized and existing under the laws of the Cayman Islands (together with its permitted successors and assigns, the “Holder”)
pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection
with that certain Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Holder (the “Purchase
Agreement”). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings assigned
to them in the Purchase Agreement.


 


ARTICLE
I


 


Section
1.01 Principal and Interest. For value received, the Company hereby promises to pay to the order of the Holder, by no
later than August 6, 2016 (the “Maturity Date”), in immediately available and lawful money of the United States
of America, One Hundred Thousand and No/100 United States Dollars ($100,000.00), together with interest on the outstanding principal
amount under this Debenture, at the rate of eighteen percent (18%) per annum simple interest (the “Interest Rate”)
from the Effective Date, until paid, as more specifically provided below.


 


1







Section
1.02 Optional Redemption Prior to Maturity. The Company, at its option, shall have the right to redeem this Debenture in
full and for cash, at any time prior to the Maturity Date, with three (3) business days advance written notice (the “Redemption
Notice”)
to the Holder. The amount required to redeem this Debenture in full pursuant to this Section 1.02 shall be equal to: (i) the aggregate
principal amount then outstanding under this Debenture; plus all accrued and unpaid interest due under this Debenture as of the
redemption date; plus (ii) all other costs, fees and charges due and payable hereunder or under any other “Transaction Documents”
(as hereinafter defined) (collectively, the “Redemption Amount”). The Company shall deliver the Redemption
Amount to the Holder on the third (3rd) business day after the date of the Redemption Notice.


 


Section
1.03 Mandatory Redemption at Maturity. On the Maturity Date, the Company shall redeem this Debenture for the Redemption
Amount, which Redemption Amount shall be due and payable to the Holder by no later than 2:00 P.M., EST, on the Maturity Date.


 


Section
1.04 Payments.


 


(1)         Monthly
Payments. The Company shall make monthly payments of principal and interest to the Holder, while
this Debenture is outstanding, until the Maturity Date, based on the payment and amortization schedule attached hereto as Schedule
A. In the event such day is not a Business Day, then said payment shall be due on the first Business Day thereafter occurring.



 


(2)         Interest
Calculations; Payment Application. Interest shall be calculated on the basis of a 360-day year, and shall accrue daily on
the outstanding principal amount outstanding from time to time for the actual number of days elapsed, commencing on the Effective
Date until payment in full of the outstanding principal, together with all accrued and unpaid interest and other amounts which
may become due hereunder or under any Transaction Documents, has been made. All payments received and actually collected by Holder
hereunder shall be applied first to any costs and expenses due or incurred hereunder or under any other Transaction Documents,
second to accrued and unpaid interest hereunder, and last to reduce the outstanding principal balance of this Debenture.


 


(3)         Late
Fee. If all or any portion of the payments of principal, interest or other charges due hereunder are not received by the Holder
within five (5) days of the date such payment is due, then the Company shall pay to the Holder a late charge (in addition to any
other remedies that Holder may have) equal to five percent (5%) of each such unpaid payment or sum. Any payments returned to Holder
for any reason must be covered by wire transfer of immediately available funds to an account designated by Holder, plus a $100.00
administrative fee charge. Holder shall have no responsibility or liability for payments purportedly made hereunder but not actually
received by Holder; and the Company shall not be discharged from the obligation to make such payments due to loss of same in the
mails or due to any other excuse or justification ultimately involving facts where such payments were not actually received by
Holder.


 


Section
1.05. Manner of Payments. All sums payable to the order of Holder hereunder


 


2







shall be payable by ACH transfer of lawful
dollars of the United States of America to the ACH instructions set forth below, or at such place as Holder, from time to time,
may designate in writing. ACH Instructions for all sums due and payable hereunder are as follows:


 


	Bank
    Name:  	Bank
    of America
	Bank
    Address:  	100
    W. 33rd Street, New York, NY 10001
	Beneficiary
    Account Name:  	TCA
    Fund Mgmt Group
	Beneficiary
    Account Number: 	************
	ACH
    Transfer/Routing Number:  	*********
	SWIFT:  	********


 


ARTICLE
II


 


Section
2.01 Secured Nature of Debenture. This Debenture is being issued in connection with the Purchase Agreement. The indebtedness
evidenced by this Debenture is also secured by all of the assets and property of the Company and various other instruments and
documents referred to in the Purchase Agreement as the “Transaction Documents”. All of the agreements, conditions,
covenants, provisions,
representations, warranties
and stipulations contained in any of the Transaction Documents which are to be kept and performed by the Company are hereby made
a part of this Debenture to the same extent and with the same force and effect as if they were fully set forth herein, and the
Company covenants and agrees to keep and perform them, or cause them to be kept or performed, strictly in accordance with their
terms.


 


ARTICLE
III


 


Section
3.01 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”
hereunder: (i) the Company shall fail to pay any interest,
principal or other charges due under this Debenture
or any other Transaction Documents on the date when any such payment shall be due and payable; (ii) the Company makes an assignment
for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a
receiver, liquidator or trustee for the Company, and the order or decree is not vacated within thirty (30) days from the date
of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree
is not vacated within thirty (30) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the
provisions of any bankruptcy law or any insolvency act; (vi) the Company admits, in writing, its inability to pay its debts as
they become due; (vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is
not dismissed within thirty (30) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization
or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; (ix)
any written warranty, representation, certificate or statement of
the Company and/or Guarantors in this Debenture, the Purchase Agreement or any other Transaction Document or any other agreement
with Holder shall be false or misleading in any material respect when made or deemed made; and (x)
the Company shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained
in this Debenture, the Purchase Agreement or any of the other Transaction Documents on the part of the Company


 


3







to be performed
complied with or abided by (except as otherwise provided in the Transaction Documents), and such failure continues or remains
uncured for ten (10) days following written notice from the Holder to the Company.


 


Section
3.02 Remedies. Upon the occurrence of an Event of Default that is not timely cured within an applicable cure period
hereunder, the interest on this Debenture shall immediately accrue at an interest rate equal to twenty-two percent (22%) per annum
or the maximum interest rate allowable by law, and,
in addition to all other rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion,
accelerate full repayment of all principal amounts outstanding hereunder, together with accrued interest thereon, together with
all attorneys’ fees, paralegals’ fees and costs and expenses incurred by the Holder in collecting or enforcing payment
hereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings,
bankruptcy proceedings or otherwise), and together with all other sums due by the Company hereunder and under the Transaction
Documents, all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and
recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law, in equity, or under this
Debenture or any of the other Transaction Documents. In connection with the Holder’s rights hereunder upon an Event of Default,
the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and
the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it in
equity or under applicable law.


 


ARTICLE
IV


 


Section
4.01 Usury Savings Clause. Notwithstanding any provision in this Debenture or the other Transaction Documents to the contrary,
the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges,
fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury
laws of the jurisdiction governing this Debenture or any other applicable law. In the event the total liability of payments of
interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which
may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for
any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Debenture,
all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice
by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due hereunder immediately
upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated
such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof had agreed
to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time
to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those
lawfully collectible as interest, rather than accept such sums as a prepayment of the principal balance then outstanding. It is
the intention of the parties


 


4







that the Company does not intend or expect to pay, nor does the Holder intend or expect to charge
or collect any interest under this Debenture greater than the highest non-usurious rate of interest which may be charged under
applicable law.


 


ARTICLE
V


 


Section
5.01 No Exemption. The Company hereby waives and releases all benefit that might accrue to the Company by virtue of
any present or future laws exempting any property that may serve as security for this Debenture, or any other property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy, or sale under execution,
exemption from civil process, or extension of time for payment; and the Company agrees that any property that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ in whole
or in part in any order or manner desired by Holder.


 


Section
5.02 Exercise of Remedies. The remedies of the Holder as provided herein and in any of the other Transaction Documents
shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder,
and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in
no event be construed as a waiver or release thereof.


 


Section
5.03 Waivers. The Company and all others who are, or may become liable for the payment hereof: (i) severally waive presentment
for payment, demand, notice of nonpayment or dishonor, protest and notice of protest of this Debenture or any other Transaction
Documents, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment
of this Debenture and the other Transaction Documents, except as specifically provided in this Debenture or any other Transaction
Document; (ii) expressly consent to all extensions of time, renewals or postponements of time of payment of this Debenture and
any other Transaction Documents from time to time prior to or after the maturity of this Debenture without notice, consent or
further consideration to any of the foregoing; (iii) expressly agree that the Holder shall not be required first to institute
any suit, or to exhaust its remedies against the Company or any other person or party to become liable hereunder or against any
collateral that may secure this Debenture in order to enforce the payment of this Debenture; and (iv) expressly agree that, notwithstanding
the occurrence of any of the foregoing (except the express written release by the Holder of any such person), the undersigned
shall be and remain, directly and primarily liable for all sums due under this Debenture.


 


Section
5.04 No Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies
hereunder unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing.
A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.


 


5







ARTICLE
VI


 




Section
6.01 Notice. Any notices, consents, waivers, or other communications required or permitted to be given under the terms
of this Debenture must be in writing and in each case properly addressed to the party to receive the same in accordance with the
information below, and will be deemed to have been delivered: (i) if mailed by certified mail, return receipt requested, postage
prepaid and properly addressed to the address below, then three (3) business days after deposit of same in a regularly maintained
U.S. Mail receptacle; or (ii) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, next
business morning delivery, then one (1) business day after deposit of same in a regularly maintained receptacle of such overnight
courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m .,
EST, on a business day. Any notice hand delivered
after 5:00 p.m., EST, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice, consents,
waivers or other communications referred to in this
Debenture may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when
the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the
notice has been received by the other party. The addresses and facsimile numbers for such communications shall be as set forth
below, unless such address or information is changed by a notice conforming to the requirements hereof.


	 	 
	If to the Company:	GrowLife, Inc.
	 	500 Union Street, Suite 810
	 	Seattle, WA 98101
	 	Attention:  Marco Hegyi
	 	E-Mail: mhegyi@growlifeinc.com
	 	 
	With a copy to:	Horwitz & Armstrong, LLP
	(which shall not constitute notice)	26475 Rancho Parkway South
	 	Lake Forest, CA 92630
	 	Attention: John Armstrong, Esq.
	 	E-Mail:  jarmstrong@horwitzarmstrong.com
	 	 
	If to the Holder:	TCA Global Credit Master Fund, LP
	 	3960 Howard Hughes Parkway, Suite 500
	 	Las Vegas, NV 89196
	 	Attn: Mr. Robert Press
	 	E-Mail:  bpress@tcaglobalfund.com
	 	 
	With a copy to:	Lucosky Brookman LLP
	(which shall not constitute notice)	101 Wood Avenue South, 5th Floor
	 	Woodbridge, NJ 08830
	 	Attn: Seth A. Brookman, Esq.
	 	E-Mail:  sbrookman@lucbro.com



 


Section
6.02 Governing Law and Venue. The Company and Holder each irrevocably agrees that any dispute arising under, relating to,
or in connection with, directly or indirectly, this Debenture or related to any matter which is the subject of or incidental to
this


 


6







Debenture (whether or not such claim is based upon breach of contract or tort) shall be subject to the exclusive jurisdiction
and venue of the state and/or federal courts located in Broward County, Florida. This provision is intended to be a “mandatory”
forum selection clause and governed by and interpreted consistent with Florida law. The Company and Holder each hereby consents
to the exclusive jurisdiction and venue of any state or federal court having its situs in said county, and each waives any objection
based on forum non conveniens. The Company hereby waives personal service of any and all process and consent that all such service
of process may be made by certified mail, return receipt requested, directed to the Company, as set forth herein in the manner
provided by applicable statute, law, rule of court or otherwise. Except for the foregoing mandatory forum selection clause, all
terms and provisions hereof and the rights and obligations of the Company and Holder hereunder shall be governed, construed and
interpreted in accordance with the laws of the State of Nevada, without reference to conflict of laws principles.


 


Section
6.03 Severability. In the event any one or more of the provisions of this Debenture shall for any reason be held to be
invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions
of this Debenture operates or would prospectively operate to invalidate this Debenture, then and in any of those events, only
such provision or provisions shall be deemed null and void and shall not affect any other provision of this Debenture. The remaining
provisions of this Debenture shall remain operative and in full force and effect and shall in no way be affected, prejudiced,
or disturbed thereby.


 


Section
6.04 Entire Agreement and Amendments. This Debenture, together with the other Transaction Documents represents the entire
agreement between the parties hereto with respect to the subject matter hereof and thereof, and there are no representations,
warranties or commitments, except as set forth herein and therein. This Debenture may be amended only by an instrument in writing
executed by the parties hereto.


 


Section
6.05 Binding Effect. This Debenture shall be binding upon the Company and the successors and assigns of the Company and
shall inure to the benefit of the Holder and the successors and assigns of the Holder.


 


Section
6.06 Assignment. The Holder may from time to time sell or assign, in whole or in part, or grant participations in, this
Debenture and/or the obligations evidenced hereby without the consent of the Company. The holder of any such sale, assignment
or participation, if the applicable agreement between Holder and such holder o provides, shall be: (i) entitled to all of the
rights obligations and benefits of Holder (to the extent of such holder’s interest or pa1ticipation); and (ii) deemed to
hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to the
Company (to the extent of such holder s interest or participation), in each case as fully as though the Company was directly indebted
to such holder. Holder may in its discretion give notice to the Company of such sale, assignment or participation; however, the
failure to give such notice shall not affect any of Holder’s or such holder’s rights hereunder.


 


Section
6.07 Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed the Company shall
execute and deliver, in exchange and substitution for and


 


7







upon cancellation of a mutilated Debenture or in lieu of or in substitution
for a lost, stolen or destroyed Debenture a new Debenture for the principal amount of this Debenture so mutilated, lost stolen
or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof,
reasonably satisfactory to the Company.


 


Section
6.08 WAIVER OF JURY TRIAL. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS DEBENTURE, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH, THIS DEBENTURE OR ANY OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF OR BETWEEN ANY PARTY HERETO, AND THE COMPANY AGREES AND CONSENTS TO THE GRANTING TO HOLDER OF RELIEF
FROM ANY STAY ORDER WHICH MIGHT BE ENTERED BY ANY COURT AGAINST HOLDER AND TO ASSIST HOLDER IN OBTAINING SUCH RELIEF. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ACCEPTING THIS DEBENTURE FROM THE COMPANY. THE COMPANY’S REASONABLE RELIANCE
UPON SUCH INDUCEMENT I HEREBY ACKNOWLEDGED.


 


Section
6.09 NON-US STATUS. THE HOLDER IS A NON-US PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT
IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD ONLY TO NON-U.S. PERSON. THE INTEREST PAYABLE HEREUNDER
IS PAYABLE ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAW. BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANT THAT IT IS NOT A UNITED STATES PERSON
(OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC 6049(8)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATE PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(B)(4) OF THE
INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).


 


ARTICLE
VII


 


Section
7.01 Conversion of Debenture. At any time and from time to time while this Debenture is outstanding on or after the Closing
Date, upon the occurrence of an
Event of Default
at the sole option of the
Holder,
this Debenture
may be, convertible into shares of
the Company’s common
stock, $0.0001 par value
per share (the“Common Stock”)
in accordance with the terms and conditions
set forth in this Article VII.


 


(1)         Voluntary
Conversion.
At any time while this Debenture is outstanding
on or after the Closing Date, at the sole option of the Holder upon the occurrence of
an Event of
Default, the
Holder may convert
all or any portion of the outstanding
principal, accrued and unpaid interest and
any other sums due and payable hereunder
or under any of the
other Transaction Documents
(such total amount, the “Conversion
Amount”) into shares of


 


8







Common Stock of the Company
(the “Conversion Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided by (ii) ninety percent (90%) of the lowest of the average daily volume
weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date (as defined below), as indicated in the conversion
notice (in the form attached hereto as Exhibit “B” the “Conversion Notice”) (the denominator) (the “Conversion Price”). The Holder shall submit
a Conversion Notice indicating the amount of the Debenture being converted and the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.


 


(2)         The Holder’s Conversion
Limitations. The Company shall not affect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving
effect to the conversion set forth on the Conversion Notice submitted by the Holder, the Holder (together with the Holder’s affiliates (as defined herein) and any Persons acting as
a group together with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership
Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Holder
shall have the right to request that the Company provide to the Holder a written statement of the percentage ownership of the
Company’s Common Stock that would by beneficially owned by the Holder and its affiliates in the Company if the Holder converted
such portion of this Debenture then intended to be converted by Holder. The Company shall, within two (2) business days of such
request, provide Holder with the requested information in a written statement, and the Holder shall be entitled to rely on such
written statement from the Company in issuing its Conversion Notice and ensuring that its ownership of the Company’s Common
Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Holder,
in whole or in part, upon notice from the Holder to the Company. For purposes of this Debenture, the “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock issuable upon conversion of this Debenture. The limitations contained in this Section shall
apply to any successor holder of this Debenture. For purposes of this Debenture, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government
or any department or agency thereof.


 


(3)         Mechanics
of Conversion. The conversion of this Debenture shall be conducted in the following manner:


 


(a)         Holder’s
Delivery Requirements. To convert this Debenture into shares of Common Stock on any date set forth in the Conversion Notice
by the Holder (the “Conversion Date”), the Holder shall transmit by facsimile or electronic mail (or otherwise
deliver) a copy of the fully executed Conversion Notice to the Company (or, under certain circumstances as set forth below, by
delivery of the Conversion Notice to the Company’s transfer agent).


 


(b)        Company’s
Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no
event later than two


 


9







(2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise
deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder
indicating that the Company will process such Conversion
Notice in accordance with the terms herein. In the event the Company fails to issue its Conversion Confirmation within said two
(2) Business Day time period, the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed
Conversion Notice to the Company’s transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s
transfer agent shall issue the applicable Conversion Shares to Holder as hereby provided. Within five (5) Business Days after
the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation),
provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer (“FAST”) program, the Company shall cause the transfer agent to (or, if for any
reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder
may request and require the Company’s transfer agent to) electronically transmit the applicable Conversion Shares to which
the Holder shall be entitled by crediting the account
of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system,
and provide proof satisfactory to the Holder of such delivery. In the event that the Company’s transfer agent is not participating
in the DTC FAST program and is not otherwise DWAC eligible (or in the event the Holder otherwise requests),
within five (5) Business Days after the date of
the Conversion Confirmation (or the date of the
Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer
agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase
Agreement, the Holder may request and require the Company’s transfer agent to) issue and surrender to a nationally recognized
overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the
Holder or its nominee, for the number of Conversion Shares to which the Holder shall be entitled. To effect conversions hereunder,
the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this
Debenture, plus all accrued and unpaid interest thereon and other sums due hereunder, has been so converted. Conversions hereunder
shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable Conversion
Amount. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s).
The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture
may be less than the amount stated on the face hereof.


 


(c)         Record
Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be
treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.


 


(d)          Failure
to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered to or
as directed by the Holder by the date required hereby, the Holder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice,


 


10







in which event the
Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return
to the Company the Common Stock certificates representing the principal amount of this Debenture unsuccessfully tendered for conversion
to the Company.


 


(e)         Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion
of this Debenture in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person
or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation
of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such
delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder .
In the event
the Holder of this Debenture shall elect to convert any or all of
the outstanding principal amount hereof and accrued but unpaid interest thereon in accordance with the terms of this Debenture,
the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has
been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder,
restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company
posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture
being converted, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation
of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the
absence of such injunction, the Company shall issue Conversion Shares upon a properly noticed conversion. If the Company fails
for any reason to deliver to the Holder such certificate or certificates representing Conversion Shares pursuant to timing and
delivery requirements of this Debenture, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of principal amount being converted, $1.00 per day for each day after the date by which such certificates should
have been delivered until such certificates are delivered. Nothing herein shall limit a Holder’s right to pursue actual
damages or declare an Event of Default pursuant to this Debenture or any agreement securing the indebtedness under this Debenture
for the Company’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the
right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific
performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages
pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Holder from having the Conversion
Shares issued directly by the Company’s transfer agent in accordance with the Purchase Agreement, in the event for any reason
the Company fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Holder upon
exercise of Holder’s conversion rights hereunder.


 


(f)         Transfer
Taxes. The issuance of certificates for shares of the


 


11







Common Stock on conversion of this Debenture shall be made without charge
to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind
that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by
the Company.


 


(4)         Reservation
of Common Stock. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose
of issuance, three (3) times such number of shares of Common Stock as shall be necessary to effect the full conversion of the
Debenture in accordance with its terms (the “Share Reserve”).  If upon receipt of a conversion notice
from the Holder, the Share Reserve is insufficient to effect the full conversion of the Debenture then outstanding, the Company
shall increase the Share Reserve accordingly.  If the Company does not have sufficient authorized and unissued shares of
Common Stock available to increase the Share Reserve, the Company shall cause its authorized and unissued shares to be increased
within forty-five (45) days to an amount of shares equal to three (3) times the Conversion Shares. The Company’s management
shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.


 


(5)         Make-Whole
Rights. Upon liquidation by the Holder of
Conversion Shares issued pursuant to a Conversion Notice, provided that the Holder realizes a net amount from such liquidation
equal to less than the Conversion Amount specified in the relevant Conversion Notice (such net realized amount, the “Realized
Amount”), the Company shall issue to the Holder additional shares of the Company’s Common Stock equal to: (i)
the Conversion Amount specified in the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation
statement from the Holder (a “Sale Reconciliation”) showing the Realized Amount from the sale of the Conversion
Shares; divided by (iii) the average volume weighted average price of the Company’s
Common Stock during the five (5) Business Days immediately
prior to the date upon which the Holder delivers notice (the “Make-Whole Notice”) to the Company that such
additional shares are requested by the Holder (the “Make-Whole Stock Price”) (such number of additional shares
to be issued, the “Make-Whole Shares”). Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing
the number of Make-Whole Shares requested, the Company
shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole Shares shall be issued
and delivered in the same manner and within the same time frames as set forth herein. The Make-Whole Shares, when issued, shall
be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. Following the sale
of the Make-Whole Shares by the Holder: (i) in the event that the Holder receives net proceeds from such sale which, when added
to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified in the relevant
Conversion Notice, the Holder shall deliver an additional Make-Whole Notice to the Company following the procedures provided previously
in this paragraph, and such procedures and the delivery of Make-Whole Notices and issuance of Make-Whole Shares shall continue
until the Conversion Amount has been fully satisfied; and (ii) in the event that the Holder received net proceeds from the sale
of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess amount shall
be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant Conversion
Notice.


 


12







(6)         Adjustments
to Conversion Price.


 


(a)         Stock
Dividends and Stock Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock
split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification
of shares of Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately
after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination, or re-classification.


 


(b)        Fundamental
Transaction. If, at any time while this Debenture is outstanding: (i) the Company effects any merger or consolidation of the
Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction
or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property,
or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental
Transaction”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive,
for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental
Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence
of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share
of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination
of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any conversion of this Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions,
any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new note consistent
with the foregoing provisions and evidencing the Holder’s right to convert such note into Alternate Consideration. The terms
of


 


13







any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving
entity to comply with the provisions of this Section and insuring that this Debenture (or any such replacement security) will
be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 


(c)         Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Debenture, the Company shall
promptly deliver to Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


(d)         Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last
address as it shall appear upon the Company’s records, at least twenty (20) calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined,
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their
shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert
this Debenture during the 10-day period commencing on the date of such notice through the effective date of the event triggering
such notice.


 


[signature
page follows]


 


14







IN
WITNESS WHEREOF with the intent to be legally bound hereby, the Company as executed this Senior Secured, Convertible, Redeemable
Debenture as of the date first written above.


 


GROWLIFE,
INC. 


 


	By:	  	 
	Name: Marco Hegyi 	 
	Title: President	 




	 	 
	STATE OF ________________ 	)
	 	) SS.
	COUNTY OF ______________	)


   


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Marco Hegyi, the President
of Growlife, Inc., a Delaware corporation, who is personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein
set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____. 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 



 


15







CONSENT
AND AGREEMENT


 


The
undersigned is a Guarantor, as that term is defined in that certain securities purchase agreement by and between the Company and
the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the senior secured,
convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein relating to conditions
to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior secured, convertible,
redeemable debenture secured redeemable debenture to the same extent as if the undersigned were a party to said senior secured,
convertible, redeemable debenture. 


 


GUARANTOR:


 


EVERGREEN
GARDEN CENTERS LLC  


 




	By:	  	 
	Name: Marco Hegyi 	 
	Title: Manager	 




	 	 
	STATE OF ________________ 	)
	 	) SS.
	COUNTY OF ______________	)



 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Marco Hegyi, the Manager
of Evergreen Garden Centers LLC, a Delaware limited liability company, who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and
delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth. 


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____. 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 



 


16







CONSENT
AND AGREEMENT


 


The
undersigned is a Guarantor, as that term is defined in that certain securities purchase agreement by and between the Company and
the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the senior secured,
convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein relating to conditions
to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior secured, convertible,
redeemable debenture secured redeemable debenture to the same extent as if the undersigned were a party to said senior secured,
convertible, redeemable debenture.


 


GUARANTOR: 


 


GROWLIFE
HYDROPONICS, INC. 


 


	By:	  	 
	Name: Marco Hegyi 	 
	Title: Chief Executive Officer	 




	 	 
	STATE OF ________________ 	)
	 	) SS.
	COUNTY OF ______________	)



 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Marco Hegyi, the Chief
Executive Officer of Growlife Hydroponics, Inc., a Delaware corporation, who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and
delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____. 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 



 


17







CONSENT
AND AGREEMENT


 


The
undersigned is a Guarantor, as that term is defined in that certain securities purchase agreement by and between the Company and
the Holder and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the senior secured,
convertible, redeemable debenture, documents contemplated thereby and to the provisions contained therein relating to conditions
to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said senior secured, convertible,
redeemable debenture secured redeemable debenture to the same extent as if the undersigned were a party to said senior secured,
convertible, redeemable debenture.


 


GUARANTOR:


 


ROCKY MOUNTAIN
HYDROPONICS


 


	By:	  	 
	Name: Marco Hegyi 	 
	Title: Manager	 




	 	 
	STATE OF ________________ 	)
	 	) SS.
	COUNTY OF ______________	)



 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that Marco Hegyi, the Manager
of Rocky Mountain Hydroponics, a Colorado limited liability company, who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and
delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 


 


18







SCHEDULE
A


 


PAYMENT
SCHEDULE


 


	 	 	Period	 	Principal

 Balance	 	Interest

 Payment	 	Principal Payment	 	Total Interest	 	Total payment	 	Payment Due
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/6/2015	 	 	 	 	 	 	 	 	 	 	 	 	 	(100,000.00)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9/6/2015	 	1	 	100,000.00 	 	1,500.00 	 	7,668.00 	 	1,500.00 	 	9,168.00 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/6/2015	 	2	 	92,332.00 	 	1,384.98 	 	7,783.02 	 	2,884.98 	 	18,336.00 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/6/2015	 	3	 	84,548.98 	 	1,268.23 	 	7,899.76 	 	4,153.21 	 	27,504.00 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12/6/2015	 	4	 	76,649.22 	 	1,149.74 	 	8,018.26 	 	5,302.95 	 	36,672.00 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1/6/2016	 	5	 	68,630.96 	 	1,029.46 	 	8,138.53 	 	6,332.42 	 	45,840.00 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/6/2016	 	6	 	60,492.42 	 	907.39 	 	8,260.61 	 	7,239.80 	 	55,008.00 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3/6/2016	 	7	 	52,231.81 	 	783.48 	 	8,384.52 	 	 8,023.28 	 	64,176.00 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4/6/2016	 	8	 	43,847.29 	 	657.71 	 	8,510.29 	 	8,680.99 	 	73,343.99 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5/6/2016	 	9	 	35,337.00 	 	530.05 	 	8,637.94 	 	9,211.04 	 	82,511.99 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6/6/2016	 	10	 	26,699.05 	 	400.49 	 	8,767.51 	 	9,611.53 	 	91,679.99 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7/6/2016	 	11	 	17,931.54 	 	268.97 	 	8,899.03 	 	9,880.50 	 	100,847.99 	 	9,168.00 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8/6/2016	 	12	 	9,032.51 	 	135.49 	 	9,032.51 	 	10,015.99 	 	110,015.99 	 	9,168.00 


 


19







EXHIBIT
B

 



NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal and/or interest under the Senior Secured, Convertible, Redeemable Debenture (the
“Debenture”) issued by GrowLife, Inc., a corporation incorporated under the laws of the State of Delaware
(the “Company”), into shares of common stock, par value $0.0001 per share (the “Common Shares”),
of the Company in accordance with the conditions of the Debenture, as of the date written below. 


 


Based
solely on information provided by the Company to Holder, the undersigned represents and warrants to the Company that its ownership
of the Common Shares does not exceed the Beneficial Ownership Limitation as specified under the Note. 


 


	Conversion Calculations 

    Effective Date of 	 	 
	Conversion:	 	 
	Principal Amount and/or Interest to be Converted: 	 	 
	Number of Common Shares to be Issued:	 	 



 


	 	 	 	 	 	 	 	 
	 	[HOLDER]	 
	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	 	 	 	 	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	Address:	 	 
	 	 	 	 
	 	 	 	 



 


20