Attached files
EXHIBIT 4.3
FORM OF NON-TRANSFERABLE SUBSCRIPTION RIGHTS
CERTIFICATE
RIGHTS
CERTIFICATE # [______]
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NUMBER
OF RIGHTS: [______]
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THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
COMPANY’S PROSPECTUS DATED [______], 2018 (THE
“PROSPECTUS”)
AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS
ARE AVAILABLE UPON REQUEST FROM DIRECT TRANSFER, LLC, THE
INFORMATION AGENT FOR THE RIGHTS OFFERING AT (888) 301-2498 (TOLL
FREE).
GROWLIFE, INC.
(Incorporated under the laws of the State of Delaware)
SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing
non-transferable Subscription Rights, each to purchase Units of
Growlife, Inc.,
each
Unit consisting of one share of Common Stock and two ½
Warrants to purchase Common Stock
Subscription
Price: $0.012 per Unit
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE
6:00 P.M., EASTERN TIME, ON NOVEMBER 12, 2018,
SUBJECT TO EXTENSION OR EARLIER TERMINATION.
THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon
and is the owner of the number of subscription rights set forth
above. Each subscription right entitles the holder thereof to
subscribe for and purchase one unit of GrowLife, Inc., a Delaware
corporation, pursuant to the basic subscription right, on the terms
and subject to the conditions set forth in the Prospectus and the
“Instructions as to Use of Subscription Rights Certificate
Growlife, Inc.” accompanying this Rights Certificate. Each
unit consists of one share of Common Stock and two ½ Warrants,
consisting of one ½ warrant which will be exercisable for one
share of our Common Stock at an exercise price of $0.018 and one
½ warrant which with an exercise price of $0.024 per share,
exercisable from the date of issuance through the expiration three
years from the date of issuance. Holders who fully exercise their
basic subscription rights are entitled to subscribe for additional
units that remain unsubscribed, subject to proration and stock
ownership limitations, as described in the Prospectus pursuant to
the Over-Subscription Rights. The subscription rights may be
exercised by duly completing Section 1 on the reverse side hereof
and by returning the full payment of the subscription price. THE
RIGHTS EVIDENCED BY NON-TRANSFERABLE SUBSCRIPTION RIGHTS
CERTIFICATE MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS
PROPERLY COMPLETED AND DULY SIGNED, WITH A SIGNATURE MEDALLION
GUARANTEE, IF APPLICABLE.
This
Rights Certificate is not valid unless countersigned by Direct
Transfer, LLC, the Subscription Agent.
WITNESS
the seal of Growlife, Inc. and the signatures of its duly
authorized officers.
Dated:
[_______], 2018
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GROWLIFE,
INC.
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By:
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Marco
Hegyi, Chief Executive Officer
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COUNTERSIGNED
AND REGISTERED:
By:___________________________
Direct
Transfer, LLC
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SECTION 1. EXERCISE OF RIGHTS TO PURCHASE
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
You are
required initially to pay for both the units subscribed for
pursuant to the basic subscription right and the over-subscription
privilege. To subscribe for units pursuant to your basic
subscription right, please complete lines (a) and (c) below. To
subscribe for additional units pursuant to your over-subscription
privilege, please also complete line (b).
(a)
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EXERCISE OF BASIC SUBSCRIPTION RIGHT:
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Basic
Subscription Right:
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X
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$0.012
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=
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$
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Number
of Units
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Subscription
Price
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Payment
Enclosed
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(b)
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EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE: If you have
exercised your basic subscription right in full, you may subscribe
for additional units pursuant to your over-subscription
privilege
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Over
Subscription Privilege:
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X
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$0.012
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=
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$
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Number
of Units
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Subscription
Price
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Payment
Enclosed
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(c)
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TOTAL AMOUNT OF PAYMENT ENCLOSED $______________
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METHOD
OF PAYMENT (CHECK ONE):
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☐
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Cashier’s
check, drawn on a [_____________(BANK NAME)______] payable to
“Issuer Direct Corporation, FBO Growlife”;
or
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☐
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Wire transfer of immediately available funds directly to the
account maintained by Direct Transfer, LLC, as subscription agent,
for purposes of accepting subscriptions in this Rights Offering at
Regions Bank, Direct Transfer, LLC, 500 Perimeter Park Drive Suite
D, Morrisville NC 27560, Tel: (888) 301-2498 as subscription agent
for Growlife Inc. Rights Offering, ABA, #
062005690,
Account # 0183141022, SWIFT
Number: UPNBUS44XXX, for further credit to Growlife, Inc., and name
of the subscription rights holder.
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SECTION 2. SIGNATURE(S)
IMPORTANT:
THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT
ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE. IF YOU ARE
SIGNING ON BEHALF OF A REGISTERED STOCKHOLDER OR ENTITY YOU MUST
SIGN IN YOUR LEGAL CAPACITY WITH YOUR SIGNATURE MEDALLION
GUARANTEED. YOUR GUARANTOR (BANK/BROKER) WILL REQUIRE PROOF OF YOUR
AUTHORITY TO ACT. CONSULT YOUR GUARANTOR FOR THEIR SPECIFIC
REQUIREMENTS. YOU OR YOUR GUARANTOR MAY ACCESS THE SECURITIES
TRANSFER ASSOCIATION (STA) RECOMMENDED REQUIREMENTS ON-LINE AT
WWW.STAI.ORG.
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APPLY
MEDALLION GUARANTEE STAMP HERE
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Signature(s)
of Subscriber(s)
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Names(s):
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Capacity
(Full
Title):
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OVERNIGHT
DELIVERY TO THE STREET ADDRESS BELOW BEST ENSURES RECEIPT BY THE
EXPIRATION DATE.
Return
this statement to:
Direct Transfer, LLC.
Attn: Rights Offering
500 Perimeter Park Drive Suite D,
Morrisville NC 27560
Tel: (888) 301-2498
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