Attached files
EXHIBIT 99.7
FORM OF NOMINEE HOLDER CERTIFICATION
GROWLIFE, INC.
This
form, or one substantially equivalent to this form, must be used to
exercise Subscription Rights pursuant to the Rights Offering
described in the prospectus dated [______], 2018 (the
“Prospectus”) of Growlife, Inc., a Delaware corporation
(the “Company”), if a holder of Subscription Rights
cannot deliver the Subscription Rights Certificate(s) evidencing
the Subscription Rights (the “Subscription Rights
Certificate(s)”) to Direct
Transfer LLC, the subscription agent (the
“Subscription Agent”), at or prior to 6:00 p.m.,
Eastern Time, on November 12, 2018 (such time, the
“Expiration Date”), as it may be extended by the
Company in its sole discretion. This Notice of Guaranteed Delivery
must be received by the Subscription Agent on or prior to the
Expiration Date. See the section titled “The Rights
Offering—Guaranteed Delivery Procedures” in the
Prospectus. Payment in full of the Subscription Price of $0.012 per
Unit for each Unit subscribed for upon exercise of such
Subscription Rights must be received, including final clearance of
any checks, by the Subscription Agent in the manner specified in
the Prospectus at or prior to the Expiration Date, even if the
Subscription Rights Certificate(s) evidencing such Subscription
Rights is being delivered pursuant to the procedure for guaranteed
delivery thereof. The Subscription Rights Certificate(s) evidencing
such Subscription Rights must be received by the Subscription Agent
within three (3) business days following the date of this Notice of
Guaranteed Delivery. See the sections titled “The Rights
Offering—Method of Exercising Subscription Rights” and
“The Rights Offering—Form of Payment” in the
Prospectus.
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By mail:
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By hand or overnight courier:
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Direct
Transfer LLC
Attn:
Rights Offering
500
Perimeter Park Drive Suite D,
Morrisville
NC 27560
Tel:
(888) 301-2498
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Direct
Transfer LLC
Attn:
Rights Offering
500
Perimeter Park Drive Suite D,
Morrisville
NC 27560
Tel:
(888) 301-2498
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
If you
have any questions concerning the rights offering, you may contact
Direct Transfer LLC by telephone toll-free at (888) 301-2498 or
email at corporate-actions@issuerdirect.com
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Ladies
and Gentlemen:
The
undersigned hereby represents that he or she is the holder of
Subscription Rights Certificate(s) representing Subscription Rights
issued by GrowLife, Inc., and that such Subscription Rights
Certificate(s) cannot be delivered to the Subscription Agent at or
before 6:00 p.m., Eastern Time, on the Expiration Date. Upon the
terms and subject to the conditions set forth in the Prospectus,
receipt of which is hereby acknowledged, the undersigned hereby
elects to exercise the following Subscription Rights, pursuant to
the Basic Subscription Right and the Over-Subscription Right as
described in the Prospectus:
(a) EXERCISE OF BASIC
SUBSCRIPTION RIGHT:
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Number
of Units
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Subscription
Price (per Unit)
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Payment
Enclosed
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X
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$0.012
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=
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$[______]
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(b) EXERCISE OF
OVER-SUBSCRIPTION RIGHT: If you have exercised your Basic
Subscription Right in full, you may subscribe for additional Units
pursuant to your Over-Subscription Right
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Number
of Units
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Subscription
Price (per Unit)
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Payment
Enclosed
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X
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$0.012
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=
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$[______]
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The
undersigned understands that payment of the Subscription Price of
$0.012 per Unit subscribed pursuant to the Basic Subscription
Right(s) and the Over-Subscription Right(s), if applicable, must be
received by the Subscription Agent at or before 6:00 p.m., Eastern
Time, on the Expiration Date and represents that such payment, in
the aggregate amount set forth above, either (check appropriate
box):
☐
is being delivered
to the Subscription Agent herewith; or
☐
has been delivered
separately to the Subscription Agent, and is or was delivered in
the manner set forth below (check appropriate box and complete
information relating thereto):
☐
certified bank
check payable to Issuer Direct Corporation, FBO
GrowLife
☐
bank draft
(cashier’s check)
☐
U.S. postal or
express money order
☐
wire transfer of immediately available funds
directly to the account maintained by Issuer Direct Corporation dba Direct
Transfer, as Subscription
Agent for purposes of accepting subscriptions in this offering at
Regions Bank, ABA, # 062005690, Account #0183141022 FBO Growlife, Inc., with reference to the name of
the Subscription Rights holder.
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If by
certified bank check, bank draft, or express money order, please
provide the following information:
Date of
check, draft or money order:
Bank on
which check is drawn or issuer of money order:
Check,
wire reference or identifying number:
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Signature:
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________________________
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Name:
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________________________
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Address:
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________________________
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Telephone:
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________________________
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GUARANTEE OF DELIVERY
(Not to Be Used for Subscription Rights Certificate Signature
Guarantee)
The
undersigned, a member firm of a registered national securities
exchange or of the Financial Industry Regulatory Authority, or a
commercial bank or trust company having an office or correspondent
in the United States, or a bank, stockbroker, savings and loan
association or credit union with membership in an approved
signature guarantee medallion program, pursuant to Rule 17Ad-15 of
the Securities Exchange Act of 1934, as amended, guarantees that
the undersigned will deliver to the Subscription Agent the
certificates representing the Subscription Rights being exercised
hereby, with any required signature guarantee and any other
required documents, all within three (3) business days after the
date hereof.
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Dated:
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________________________
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Address:
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________________________
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Name of
Firm:
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________________________
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Telephone:
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________________________
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Authorized
Signature:
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________________________
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The
institution that completes this form must communicate the guarantee
to the Subscription Agent and must deliver the Subscription Rights
Certificate(s) to the Subscription Agent within the time period
shown in the Prospectus. Failure to do so could result in a
financial loss to such institution.
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