Attached files
EXHIBIT 99.6
FORM OF NOMINEE HOLDER CERTIFICATION
GROWLIFE, INC.
The
undersigned, a bank, broker, dealer, trustee, depositary, or other
nominee of non-transferable subscription rights (the
“Subscription Rights”) to purchase Units of GrowLife,
Inc., a Delaware corporation (the “Company”), pursuant
to the Rights Offering described and provided for in the
Company’s Prospectus dated [______], 2018. Each Unit entitles
the holder to one share of common stock of the Company, $0.0001 par
value (the “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, unless accelerated or redeemed.
Each whole Warrant will be exercisable for one share of Common
Stock. The undersigned hereby certifies to the Company and Direct
Transfer LLC, as Subscription Agent for such Rights Offering, that
(1) the undersigned has exercised, on behalf of the beneficial
owners thereof (which may include the undersigned), the number of
Subscription Rights on the terms and subject to the conditions set
forth in the Prospectus specified below pursuant to the Basic
Subscription Right (as defined in the Prospectus) and, on behalf of
beneficial owners of Subscription Rights who have subscribed for
the purchase of additional Units pursuant to the Over-Subscription
Right (as defined in the Prospectus), the number of Units specified
below, listing separately below each such exercised Basic
Subscription Right and the corresponding Over-Subscription Right
(without identifying any such beneficial owner), and (2) to the
extent a beneficial owner has elected to subscribe for Units
pursuant to the Over-Subscription Right, each such beneficial
owner’s Basic Subscription Right has been exercised in
full:
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Number
of Shares Owned or Deemed to be Owned on the Record
Date
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Individual
Soliciting Broker (if any)
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Number
of Units Subscribed for Pursuant to the Basic Subscription
Right
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Number
of Units Subscribed for Pursuant to the Over-Subscription
Right
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2.
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3.
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4.
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5.
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By:
________________________
Date:________________________
Title ________________________
Fax:
________________________
Provide
the following information, if applicable:
DTC
Participant:
________________________
DTC Participant
Number: ________________________
By:
________________________
Name: ________________________
Title:
________________________
DTC
Basic Subscription Confirmation Number(s): __________________________________________________
Date:
________________________
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