growlife8k1302014.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Date of earliest event reported)

January 24, 2014

____________________________

GROWLIFE, INC.

(Exact name of registrant as specified in charter)

Delaware

(State or other Jurisdiction of Incorporation or Organization)

0-50385 (Commission File Number)		90-0821083 (IRS Employer Identification No.)
	20301 Ventura Blvd, Suite 126 Woodland Hills, California 91364 (Address of Principal Executive Offices and zip code)

(800) 977-5255

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

CEN TRANSACTION

Interest Purchase Agreement

On January 24, 2014, GrowLife, Inc. (the “Company”) executed an Interest Purchase Agreement whereby Wise Phoenix LLC, a Nevada limited liability company (“WP”), and AJOA Holdings, LLC, a Nevada limited liability company (“AJOA”) (WP and AJOA may be collectively referred to as “Sellers”), sold to Organic Growth International, LLC, a Nevada limited liability company (“’OGI”), 25% of the fully diluted outstanding equity of CEN Biotech, Inc., a corporation organized under the laws of Canada (“CEN”). OGI is the Company’s previously announced joint venture with CANX USA, LLC, a Nevada limited liability company (“CANX”). The Company has a 45% ownership interest in OGI and there are conditions under which it may gain a majority interest in the joint venture. The Company is obligated to issue shares of common stock to the Sellers (see below). CEN, under the authority and inspection of the Canadian government, has been approved to build a medical marijuana growing facility in Canada, which could produce and deploy as much as 1.3 million pounds of dried marijuana annually. CEN is awaiting final approval to grow, harvest, or sell medical marijuana from the Canadian government.

In addition to the 25% equity interest in CEN, OGI is entitled to a preference should there be any Distributed Income. Distributed Income is defined as CEN’s net income, after adding non-cash expenses less any reserves designated by CEN’s Board of Directors. The reserves are not to exceed 20% of CEN’s gross revenues. Under the terms of the Interest Purchase Agreement (“IPA”), Distributed Income is to be allocated 60% to OGI, 20% to AJOA, and 20% to WP until distributions have been made equal to $40,000,000. After the distribution of $40,000,000, any Distributed Income is to be allocated 40% to OGI, 30% to AJOA, and 30% to WP. It is the intention of the parties to the IPA that distributions from available funds are to be made at least on an annual basis.

CEN’s obligations to OGI under the IPA are secured by all of CEN’s assets, excluding personal property and inventory to be sold in the normal course of CEN’s business. OGI shall retain this security interest until such time as CEN has distributed an amount equal to $40,000,000.

In exchange for the rights discussed above, the Company is obligated to issue a total of 235,294,118 restricted shares of its common stock (“Payment Shares”) ($40,000,000 calculated at $0.17 per share), should certain conditions be satisfied. 117,647,059 of the Payment Shares will go to WP and the other 117,647,059 Payment Shares will go to AJOA upon the satisfaction of the issuance conditions. In addition to certain document delivery requirements (e.g., financial statements and other corporate records), GrowLife will issue the Payment Shares only if it receives documentary evidence that a Canadian government agency has by contract, license, or otherwise granted specific rights to Sellers or CEN to grow, harvest, sell, import or export cannabis and cannabis bi-products in an amount not less than 1.3 million pounds of dried cannabis annually. If CEN is not granted the right to grow, harvest, and sell at least 1.3 million pounds, then OGI has the right to rescind the IPA or reduce the Payment Shares proportionately. This transaction is also conditioned upon the Company’s shareholders approving an increase in the Company’s authorized common stock at the February meeting of shareholders.

Finally, the Payment Shares, should they ever be issued, are subject to registration rights. The Company is obligated use its best efforts to register the Payment Shares as quickly as possible under applicable state and federal securities laws.

The foregoing description of the IPA is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.1 and incorporated herein by reference.

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CEN Biotech, Inc. Shareholder Agreement

On January 24, 2014, the Company entered into a Shareholder Agreement of CEN Biotech, Inc. (the “Shareholder Agreement”). The Shareholder Agreement contemplates OGI’s transfer of the 25% equity interest in CEN to the Company and therefore notes that the Company has a 25% interest. The Company, AJOA, WP, Creative Edge Nutrition, Inc., and one individual, collectively representing 93% percent ownership of CEN, have signed the Shareholder Agreement as of January 24, 2014, as well as CEN itself. Another eight individuals representing the remaining 7% are expected to sign the Shareholder Agreement.

Under the Shareholder Agreement, WP, AJOA, and CANX each have the right to select one director to serve on CEN’s Board of Directors. The Shareholder Agreement dictates that certain corporate actions cannot be taken without the affirmative vote of each director (e.g., incurring indebtedness in excess of $500,000 for matters outside of the then-current budget). Additionally, there shall be no new shareholders without the prior written consent of the CEN Board of Directors. If the Company, or any other shareholder, wants to sell their interest in CEN, then the Company must provide written notice of the terms and conditions of the proposed sale or transfer. This written notice must be provided to the CEN Board of Directors, which shall have a right of first refusal to acquire the selling shareholder’s interest. If sixty days pass and the CEN Board of Directors has not exercised its right, the selling shareholder may consummate the noticed transaction.

The foregoing description of the Shareholder Agreement is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.2 and incorporated herein by reference.

Master Equipment, Procurement and Services Agreement

On January 24, 2014, OGI and CEN entered into a Master Equipment, Procurement and Services Agreement (“MEPS”) dictating that the legal cannabis growing equipment needs of CEN shall be supplied by the Company on a primary basis, so long as specifications, price, and quality are substantially equal. This arrangement is required by the joint venture agreement that created OGI, which mandates that OGI purchase all of its necessary goods and services from the Company on an exclusive basis. The Company executed the MEPS to signal its acceptance. In addition to functioning as a supplier, OGI was granted the global right to distribute all products and services sold or licensed by CEN anywhere in the world. The MEPS shall remain in effect for so longer as OGI or the Company is a CEN shareholder or five years, whichever is longer.

The foregoing description of the MEPS is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.3 and incorporated herein by reference.

Profit Sharing Agreement

On January 24, 2014, WP, AJOA, OGI, and CEN entered into a Profit Sharing Agreement (“PSA”). Under the PSA, OGI is entitled to 7.7% of all Payments received by CEN. Payments are defined as total gross payments (including non-cash consideration), without setoff or deduction, paid directly or indirectly to CEN, its affiliates, or related parties. CEN has agreed to pay OGI the 7.7% of Payments on a quarterly basis until the cessation of CEN as an entity, subject to certain exceptions like mergers, acquisitions, and similar transactions. Lastly, when CEN’s cumulative manufacturing and sales volume reaches 1 million pounds of cannabis, CEN is required to make a $100 million distribution to OGI.

The foregoing description of the PSA is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.4 and incorporated herein by reference.

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RXNB TRANSACTION

RXNB Interest Purchase Agreement

On January 24, 2014, the Company executed an Interest Purchase Agreement (“RXNB IPA”) whereby WP and AJOA sold to OGI 40% of the fully diluted outstanding equity of R.X.N.B., Inc., a Nevada corporation (“RXNB”). As discussed above, the Company has a 45% ownership interest in OGI, a joint venture with CANX, and there are conditions under which it may gain a majority interest in the joint venture. The Company is obligated to issue shares of common stock to the Sellers under the RXNB IPA (see below). Among other ventures, RXNB formulates, manufactures, and distributes prescription drugs and dietary supplements to pharmaceutical and/food grade standards. RXNB also owns and operates a laboratory and testing unit within the scope of its business operations. The pharmacy operations of RXNB supply approximately 50,000 patients per month, and directly or indirectly support the practices of over 2700 clinicians. RXNB intellectual property includes technology for manufacturing and growing legal, medical grade cannabis in accordance with current good manufacturing practices (“cGNP”) to pharmaceutical standards.

In addition to the 40% equity interest in RXNB, OGI is entitled to a preference should there be any Distributed Income (defined in CEN Transaction IPA). Under the terms of the RXNB IPA, Distributed Income is to be allocated 60% to OGI, 20% to AJOA, and 20% to WP until distributions have been made equal to $45,000,000. After the distribution of $45,000,000, any Distributed Income is to be allocated 40% to OGI, 30% to AJOA, and 30% to WP. It is the intention of the parties to the RXNB IPA that distributions from available funds are to be made at least on an annual basis.

RXNB’s obligations to OGI under the RXNB IPA are secured by all of RXNB’s assets, excluding personal property and inventory to be sold in the normal course of RXNB’s business. OGI shall retain this security interest until such time as RXNB has distributed an amount equal to $45,000,000.

In exchange for the rights discussed above, the Company is obligated to issue a total of 264,705,882 restricted shares of its common stock (“RXNB Payment Shares”) ($45,000,000 calculated at $0.17 per share). 132,352,941 of the RXNB Payment Shares will go to WP and the other 132,352,941 Payment Shares will go to AJOA. In the RXNB IPA, OGI guarantees that the Sellers will receive in the aggregate not less than $18,000,000 within nine months from January 24, 2014 or upon the Sellers’ liquidation of the RXNB Payment Shares, whichever is sooner. The RXNB Payment Shares will be issued by the Company to WP and AJOA after OGI receives certain documentation from WP, AJOA, and RXNB required by the RXNB IPA, including current and historical financial statements, insurance policy information, and certificates of good standing. OGI has the right to rescind the transaction should the required documents not be delivered within sixty business days. The RXNB Payment Shares will not be issued unless the Company’s shareholders approve an increase in the Company’s authorized common stock at the February meeting of shareholders.

Finally, the RXNB Payment Shares are subject to registration rights. The Company is obligated to use its best efforts to register the Payment Shares as quickly as possible under applicable state and federal securities laws.

The foregoing description of the RXNB IPA is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.5 and incorporated herein by reference.

RXNB Shareholder Agreement

On January 24, 2014, OGI, the joint venture co-owned by the Company, entered into a Shareholder Agreement of RXNB, Inc. (the “RXNB Shareholder Agreement”). AJOA and WP, the other two RXNB shareholders, along with RXNB itself, were also parties to the RXNB Shareholder Agreement.

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Under the RXNB Shareholder Agreement, AP, AJOA, and CANX, the other co-owner of OGI, each have the right to select one director to serve on RXNB’s Board of Directors. Much like the CEN Shareholder Agreement, certain corporate actions cannot be taken without the affirmative vote of each director (e.g., paying discretionary bonuses to any officer or employee to the extent not included in the then-current budget). Additionally, there shall be no new RXNB shareholders without the prior written consent of the RXNB Board of Directors. If OGI, or any other shareholder, wants to sell their interest in RXNB, then OGI must provide written notice of the terms and conditions of the proposed sale or transfer. This written notice must be provided to the RXNB Board of Directors, which shall have a right of first refusal to acquire the selling shareholder’s interest. If sixty days pass and the RXNB Board of Directors has not exercised their right, the selling shareholder may consummate the noticed transaction.

The foregoing description of the RXNB Shareholder Agreement is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.6 and incorporated herein by reference.

RXNB Master Equipment, Procurement and Services Agreement

On January 24, 2014, OGI entered into a Master Equipment, Procurement and Services Agreement (“RXNB MEPS”) with RXNB dictating that the legal cannabis growing needs of WP, AJOA, and RXNB shall generally be supplied by the Company, so long as specification, price, and quality are substantially equal. This arrangement is required by the joint venture agreement that created OGI, which mandates that OGI purchase all of its necessary goods and services from the Company on an exclusive basis. The Company executed the RXNB MEPS to signal its acceptance. In addition to functioning as a supplier, OGI was the worldwide right to market and distribute products sold or licensed by RXNB or its affiliates. The RXNB MEPS shall remain in effect for so long as OGI or the Company are shareholders or for five years, whichever is longer.

The foregoing description of the RXNB MEPS is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.7 and incorporated herein by reference.

RXNB Profit Sharing Agreement

On January 24, 2014, WP, AJOA, OGI, and RXNB entered into a Profit Sharing Agreement (“RXNB PSA”). Under the RXNB PSA, OGI is entitled to 40% of all Payments (same definition used in CEN Transaction) made to RXNB pursuant to RXNB’s 7% ownership of the gross licensing fees generated from a CEN license, or 2.8% of the total licensing fees. RXNB has agreed to pay OGI on a yearly basis until the cessation of the Company, subject to certain exceptions like mergers, acquisitions, and similar transactions.

The foregoing description of the RXNB PSA is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.8 and incorporated herein by reference.

Purchased Assets

In a January 24, 2014 document, the Sellers warranted that OGI shall receive a 40% interest in enumerated RXNB assets. These assets include all real property, equipment, and fixtures of RXNB and its subsidiaries, which have an approximate total value of $10,000,000. OGI will also receive a 40% ownership interest in all revenue streams and intellectual property owned by RXNB. The Company, through its minority interest in OGI, will not control these assets.

The foregoing description of the RXNB Purchase Assets is qualified by reference to the complete terms of such agreement, the form of which is included herewith as Exhibit 10.9 and incorporated herein by reference.

GENERAL NOTE ON RXNB TRANSACTION

The Company has a 45% ownership interest in OGI and will experience the benefits through that ownership.

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Item 3.02.

Unregistered Sales of Equity Securities

See the disclosures made in Item 1.01 for both the CEN Transaction and the RXNB Transaction, which are incorporated herein by reference. The Company’s securities were offered and sold to accredited investors in transactions exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder. The transactions did not involve a public offering and the offer and sale of the securities was completed without general solicitation or advertising. Furthermore, no underwriter was engaged and there were no underwriting commissions paid by the Company.

Item 9.01.

Financial Statements and Exhibits

10.1 CEN Biotech, Inc. Interest Purchase Agreement dated January 24, 2014

10.2 CEN Biotech, Inc. Shareholder Agreement dated January 24, 2014

10.3 CEN Biotech, Inc. Master Equipment, Procurement and Services Agreement dated January 24, 2014

10.4 CEN Biotech, Inc. Profit Sharing Agreement dated January 24, 2014

10.5 RXNB Interest Purchase Agreement dated January 24, 2014

10.6 RXNB Shareholder Agreement dated January 24, 2014

10.7 RXNB Master Equipment, Procurement and Services Agreement dated January 24, 2014

10.8 RXNB Profit Sharing Agreement dated January 24, 2014

10.9 The Purchased Assets of RXNB dated January 24, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GrowLife, Inc.

Date: January 30, 2014	By:	/s/ Sterling C. Scott
		Sterling C. Scott
		Chief Executive Officer

INTEREST PURCHASE AGREEMENT

This Interest Purchase Agreement (this “Agreement”) is entered into as of January 24, 2014 (“Effective Date”), by and among, on the one hand, Wise Phoenix LLC, a Nevada limited liability company (“WP”), AJOA Holdings, LLC, a Nevada limited liability company (“AJOA”) (WP and AJOA are collectively referred to as the “Sellers”), and CEN Biotech Inc. a Canadian registered corporation (“Company”) and, on the other hand, Organic Growth International, a Nevada limited liability company (“Investor”). Capitalized terms used in this Agreement but not defined in this Agreement shall have the meaning assigned in the Shareholder Agreement (as defined below).

A. The Company is a corporation company duly formed and validly existing under the laws and regulations of Canada.

B. Investor is a joint venture company, co-owned with GrowLife, Inc. (OTCBB: PHOT), with a wide range of products and expertise in hydroponics and other controlled environmental and growing systems tailored for the legal cannabis industry;

C. The Sellers own in the aggregate no less than 75% of the fully diluted equity of the Company outstanding on the date hereof and wishes to sell to Investor in the aggregate no less than 25% of the fully diluted equity of the Company outstanding on the date hereof (the “Interests”), which when transferred to Investor at Closing would reduce Sellers’ aggregate equity to no less than 50% of the of the fully diluted equity of the Company outstanding on the date hereof.

D. The Sellers, Company and Investor wish to enter into a Shareholder Agreement in the form of Exhibit A, a Master Equipment, Procurement and Services Agreement in the form of Exhibit B hereto (the “Equipment Agreement”), an Information Rights Agreement in the form of Exhibit C hereto, an Profit Sharing Rights Agreement in the form of Exhibit D hereto, and Schedules 5.6, 5.14, 5.16 (the aforementioned and together with this Agreement and specified required documents for the Closing (which cannot be waived and are the responsibility of Seller to deliver), are collectively referred to as the “Transaction Documents”).

Subscription for the Interests. Sellers hereby agree to the sale of the Interests and the Purchase Price and Investor hereby agrees to subscribe for the Interests in accordance with but subject to the terms and provisions set forth herein. Sellers and Investor understand that the terms and conditions of the Interests shall be as described herein this Agreement and in the Shareholder Agreement.

Payment for the Interests. Subject to the terms and provisions set forth herein, Investor hereby agrees to tender to Sellers, as the purchase price for the Interests, the amount of Forty Million United States Dollars (US$40,000,000) of Growlife Inc. (OTBB: PHOT) (“Growlife”) common stock at a per share price of $.17 per share (“Payment Shares” or “Purchase Price”). The Payment Shares is subject to the Issuance Conditions (as

hereinafter defined 8.1.ii.3) will be registered by the Investor at its sole cost and expense. The Company shall utilize its best efforts to effect the registration of the Payment Shares as quickly as possible under applicable state and federal securities laws. Certain individuals of the principals shall provide consulting services to Growlife and Growlife shall have the obligation to issue S8 registered shares, upon acceptance of the terms by those certain individuals named by Wise Phoenix LLC and AJOA Holdings, LLC. The Closing shall take place at the offices of Growlife, located at 20301 Ventura Blvd. Suite 126 Woodland Hills, Ca. 91364, Los Angeles, California, or at such other time and place as the Company and Investor agree. The Investor shall have the right to rescind the Closing if the documentation deliverables and attachments, as specified and required by this Agreement, from Sellers and Company, have not been delivered to Investor within sixty (60) business days after the date hereof.

3.	Affirmative Covenants.

3.1 Personnel Decisions. Seller and Investor shall mutually select the Chief Financial Officer and legal counsel of the Company so long as the Seller and the Investor or their respective assignees are shareholders/members of the Company.

3.2 Preferential Return. The allocation of all Distributed Income of the Company (as hereinafter defined) shall be 60% to Investor, 20% to AJOA and 20% to Wise Phoenix until distribution of the Purchase Price (plus any undistributed Return on Capital) (as hereinafter defined) to the Investor; thereafter, Distributed Income shall be allocated 40% to Investor, 30% to AJOA and 30% to Wise Phoenix. Distributed Income shall be the net income of the Company, after adding noncash expenses (within the meaning of generally accepted accounting principles) less any reserves, which shall not exceed 20% of gross revenues, designated by the Company board of directors to be retained for working capital or other necessary business expenses.

3.3 Member Distributions. It is understood that it is the intention of the Parties to provide at least an annual distribution of cash flow available from operations to the Company members, which distribution shall occur within 30 days following income tax filing for the previous calendar year.

3.4

Security Interest. Company shall grant Investor a first priority security interest in all of the assets of the Company excluding personal property and customer (sales) inventory to be sold in the normal course, which shall secure the obligations of the Company hereunder and shall remain in effect until Company has distributed the Purchase Price.

5.	Representations and Warranties of Investor. Investor represents and warrants to the Company, as of the date hereof:

5.1

Organization and Authority. Investor is a limited liability company, duly organized, validly existing and in good standing under the laws of Nevada. Investor has all requisite power and authority to execute and deliver the Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of the Transaction Documents has been duly and validly executed and delivered by Investor and are legal, valid and binding obligations of Investor enforceable against it in accordance with their respective terms except as limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent transfer and other similar laws affecting creditors’ rights generally and (B) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

5.2

Securities Law Restrictions. Investor understands that the Interests have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), any securities or blue sky laws of any state in the United States or any other securities laws and, therefore, cannot be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities or blue sky laws or other securities laws or unless an exemption from such registration requirements is available. Investor is aware that the Company is under no obligation to effect any such registration with respect to the Interests except pursuant to Section 10.4 of the LLC Agreement or as required by such applicable laws.

5.3

Risks of Investment. Investor has reviewed and understands the risks of, and other considerations relating to, the Company, the Interests and the transactions contemplated by the Transaction Documents. Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of an investment in the Company, the Interests and the transactions contemplated by the Transaction Documents and of making an informed investment decision, and Investor is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.

5.4	Investment Purposes. The Interests being subscribed for are for Investor’s own account, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein.

5.5

Accredited Investor Status or Other Exemption. Investor is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act. Investor understands that the Company is relying upon Investor’s representations and warranties to determine the application of the exemption from registration of the offering of the Interests under Regulation D and/or Section 4(1) of the Securities Act as well as the securities or blue sky laws of any applicable state in the United States.

5.6	Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Investor.

6.	Representations and Warranties of the Sellers and Company. The Sellers and Company represent and warrant to, and agrees with Investor as follows on and as of the date hereof:

6.1

Organization and Qualification; Subsidiaries. The Sellers and Company are duly organized, validly existing and in good standing under the laws of the State of which they are incorporated as of the Effective Date and has all requisite corporate power and authority to carry on its business as currently conducted. The Sellers and Company are duly qualified to transact business and is in good standing in each jurisdiction in which they own property or carries on its business or is required by law to be so qualified or in good standing. The Sellers and Company have subsidiaries, which have consented to the Transaction documents. The Sellers and Company are each participants in joint ventures, partnerships or similar arrangements and have all, if any, consented to the Transaction Documents.

6.2

Certificate of Formation and Shareholder Agreement. The Sellers and Company have furnished Investor a complete and correct copy of their respective Certificates of Formation (the “Certificate of Formation”) certified by the Secretary of State of the State, and/or Canadian Government and/or Province of which they are incorporated and any other organizational documents of the Sellers and Company (the “Organizational Documents”) and no other Organizational Documents are applicable to or binding upon the Sellers and Company. The Organizational Documents are in full force and effect as of the Closing.

6.3

Capitalization. The authorized ownership or membership interests of the Sellers and Company under the Shareholder Agreement consist solely of Interests owned by the named individuals therein, all of which are uncertificated, representing prior to the date hereof 100% of the outstanding equity interest of the Sellers and Company (the “Existing Interests”). Except for the Interests to be issued to Investor pursuant to this Agreement, there are no outstanding options, warrants, agreements or other rights to purchase or otherwise acquire any Existing Interests in the Sellers and Company, it being understood that the Shareholder Agreement contemplates that there will be no further issuances of Interests absent the express prior written consent of Investor. All of the outstanding Existing Interests are and the Interests to be issued to Investor will be, when fully paid for in accordance herewith, duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive or similar rights created by law or the Organizational Documents except as set forth therein, or any other agreement or document to which the Sellers and Company are a party or by which it is bound. Except for the outstanding Existing Interests, there are no equity securities, membership interests or similar ownership interests of any class of any Seller and Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, membership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in this Agreement, the other Transaction Documents and the Shareholder Agreement, there are no subscriptions, options, warrants, equity securities, membership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character (contingent or otherwise) to which the Sellers and Company are a party or by which it is bound obligating the Seller and Company to (i) issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any membership interests or similar ownership interests of the Seller and Company; (ii) grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement; or (iii) provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any entity.

6.4

Authority Relative to the Transaction Documents. The Sellers and Company have all requisite power and authority to execute and deliver the Transaction Documents to which it is party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by the Sellers and Company and the consummation by the Sellers and Company of the transactions contemplated thereby have been duly and validly authorized by all necessary action on the part of the Sellers and Company, and no other proceedings are necessary to authorize the Transaction Documents as to the Sellers and Company or to consummate the transactions contemplated thereby. Each of the Transaction Documents has been duly and validly executed and delivered by the Sellers and Company and are legal, valid and binding obligations of the Sellers and Company, enforceable against it in accordance with their respective terms except as limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent transfer and other similar laws affecting creditors’ rights generally and (B) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

6.5	Business of the Sellers and Company; Books and Records; Liabilities.

(i)

Since its formation, the Sellers and Company have not engaged in, or attempted to engage in, any other business activities other than the Business.

(ii)

The Sellers and Company do not keep books and records with respect to its Business other than those books and records regarding corporate documentation, revenues, profits, taxes and liabilities, which are to be delivered to Investor prior to Closing and which review and approval by Investor are a pre-condition to the Closing and payment of the Purchase Price, for which a signed receipt by a certified representative of Sellers, Company and Investor, verifying that the books and records have been delivered and approved, all of which cannot be waived. To the knowledge of the Sellers and Company, the Sellers and Company do not have any material liabilities (absolute, accrued, contingent or otherwise) other than those liabilities contemplated by the Sellers and Company’s books and records or otherwise incurred in the normal course of business.

(iii)

The Sellers and Company are in the business of inventing, formulating, growing, manufacturing, tracing, dispensing, distributing, selling pharmaceuticals, supplements and other health products, cannabis, and other agricultural products, and as its relates to the foregoing, communications, technology and applications of various kinds and nature without limitation (“Business”). The Business also includes real property, intellectual property and proprietary property.

6.6

Interested Party Transactions. Schedule 5.6 sets forth all agreements, arrangements and understandings under which the Sellers and Company are indebted or owes obligations in excess of $500,000 in the aggregate to any of its respective members, managers, officers, employees, agents or Affiliates (except for amounts due in the ordinary course of business with respect to disclosed employment arrangements including salaries and bonuses and reimbursement of ordinary expenses).

6.7	Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller and Company.

6.8

Compliance with Other Instruments. Neither the execution, delivery or performance of the Transaction Documents by the Sellers and Company nor the compliance with its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby or thereby, nor the issuance, sale or delivery of the Interests in accordance herewith will:

(i)

violate or constitute a default under any provision of the Certificate of Formation or any other agreement of any kind and nature of the Sellers and Company;

(ii)

to the knowledge of the Sellers and Company, violate or constitute a default under any judgment, order, writ or decree applicable to the Sellers and Company;

(iii)

to the knowledge of the Sellers and Company, permit or cause the acceleration of the maturity of any obligation of the Sellers and Company;

(iv)

to the knowledge of the Sellers and Company, materially violate or be in material conflict with, constitute a default under, result in any fees or payments (including any break fees, termination payments or expense reimbursements) by the Seller and Company under, or result in the modification, acceleration or termination of any Material Contracts (as defined below) entered into with third parties by the Sellers and Company related to the Business; or

(v)

to the knowledge of the Sellers and Company, materially violate or be in material conflict with, constitute a default under, permit the termination of any contract or result in the creation or imposition of any lien, mortgage, deed of trust, pledge or other encumbrance created by the Sellers and Company (collectively, “Encumbrances”) upon any property of the Sellers and Company under any mortgage, indenture, loan agreement, note or any other agreement to which the Seller and Company are a party or by which the Sellers and Company may be bound.

6.9

Governmental Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity (as defined below) in the United States or Canada on the part of the Sellers and Company (collectively, “Consents”) is required in connection with the execution and delivery of the Transaction Documents, or the offer, sale or issuance of the Interests, or the consummation of the other transactions contemplated thereby, except for the filings under applicable United States federal and state securities or blue sky laws and other routine filings.

6.10

Compliance with Laws. To the knowledge of the Sellers and Company, the Sellers and Company have complied with and is not in violation of any applicable United States federal, California, Nevada and Michigan state laws, and Canadian laws and regulations (the “Applicable Laws”) except as would not have a material adverse effect on the Business.

6.11

Litigation. There is no action, suit, proceeding, arbitration, complaint or investigation pending, or, to the Sellers and Company’s knowledge, threatened (including cease and desist letters or invitations to take a patent license) (a) against the Sellers and Company, (b) against or affecting any director, officer, employee, agent or representative of the Sellers and Company directly or indirectly relating to the Sellers and Company, or (c) that relate to any of the Transaction Documents or any of the transactions contemplated by any of the Transaction Documents. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or, to the Sellers and Company’s knowledge, threatened in writing involving the prior employment of any of the Sellers and Company’s employees or their services provided in connection with the Seller and Company.

6.12

Offering. Based in part in reliance on Investor’s representations and warranties in Section 4 hereof, the Sellers and Company have not, either directly or through any agent, offered any Interests to or solicited any offers to acquire any Interests from any natural person, corporation, partnership, limited liability company, association, joint venture, business trust, joint stock company, trust estate, unincorporated association or other entity of whatsoever nature (a “Person”) in such a manner as to require the offer or sale of the Interests to be registered pursuant to the provisions of Section 5 of the Securities Act or the securities or blue sky laws of any applicable state in the United States. Neither the Sellers and Company nor anyone acting on its behalf will take any action that it believes would cause any such registration to be required (including, without limitation, any offer, issuance or sale of any security of the Sellers and Company under circumstances that might require the integration of such security with the Interests under the Securities Act which might subject the offering, issuance or sale of the Interests to the registration provisions of the Securities Act). Assuming the truth and accuracy of the Investors’ representation and warranties in Section 4 hereof, the issuance of the Interests is exempt from registration under the Securities Act.

6.13

Insurance. As a pre-condition to the Closing, which cannot be waived, the Sellers and Company have made available to Investor copies of all policies of insurance relating to the Sellers and Company and any notices received by the Sellers and Company with respect to (i) any claim pending under any insurance policies, (ii) any coverage question, or coverage denial or coverage dispute by the underwriters of such policies or bonds, (iii) all premiums due and payable under all such policies, or (iv) any allegation that the Sellers and Company are not in material compliance with the terms of such policies.

6.14

Risks of Investment. Sellers and Company each have reviewed and understands the risks of, and other considerations relating to, the Company, the Purchase Price and the transactions contemplated by the Transaction Documents. Sellers and Company each have such knowledge and experience in financial and business matters that Sellers and Company are each capable of evaluating the merits and risks of an investment in the Purchase Price and the transactions contemplated by the Transaction Documents and of making an informed investment decision, and Sellers and Company are each able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.

6.15	Investment Purposes. The Purchase Price being subscribed for are for Sellers and Company’s own account, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein.

6.16

Accredited Investor Status or Other Exemption. Sellers and Company are each an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act. Investor understands that the Company is relying upon Investor’s representations and warranties to determine the application of the exemption from registration of the offering of the Interests under Regulation D and/or Section 4(1) of the Securities Act as well as the securities or blue sky laws of any applicable state in the United States.

6.17	Intellectual Property.

(a) Sellers have transferred, assigned and delivered to the Company (and Sellers have retained nothing and delivered everything) all patents, trademarks, domain names, copyrights and other registered or applied for intellectual property owned, licensed to or otherwise used (prior to the Effective Date by the Seller, directly or indirectly) by Company for the Business, all of which are identified in Schedule 5.14 attached hereto. To the knowledge of the Sellers and Company, all such listed intellectual property is valid and in full force and effect and is owned by, is licensed to, or an application with respect thereto has been filed by or on behalf of the Company. None of the intellectual property owned by the Company is being contested, or challenged by any person, and to the knowledge of the Company, the conduct of the Business as currently conducted does not infringe, misappropriate or violate in any material respect the intellectual property rights of any Person. The Sellers and Company have not received any written notice alleging that the Sellers and Company have violated or, by conducting its Business as currently conducted, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person, which violation would have a material adverse effect on the Business.

(b) The Sellers and Company have taken reasonable actions to protect and maintain (i) ownership of its material proprietary intellectual property and (ii) the security, continuous operation and integrity of its material systems and software (and all data stored therein or transmitted thereby).

(a) For purposes of this Agreement the terms below shall have the following respective meanings: “Taxes” shall mean all taxes, charges, levies, penalties or other assessments imposed by any United States federal, state, local or foreign taxing authority, including, but not limited to income, excise, property, sales, transfer, franchise, payroll, withholding, social security or other similar taxes, including any interest or penalties attributable thereto. “Tax Return” shall mean any return, report, information return or other document (including any related or supporting information) required to be filed with any taxing authority with respect to Taxes, including information returns, claims for refunds of Taxes and any amendments or supplements to any of the foregoing.

(b) All Tax Returns required to be filed by, or on behalf of, the Sellers and Company have been timely filed, and all such Tax Returns were true, correct and complete in all material respects when filed. All Taxes of the Sellers and Company reflected on the Tax Returns referred to in the preceding sentence have been fully and timely paid. The Sellers and Company have not requested, or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for, the assessment of, any Tax. There is no action, suit, proceeding, audit or claim now pending or, to the knowledge of the Sellers and Company, investigation, in respect of any Tax with respect to the Sellers and Company. There are no Liens for any Tax on any assets of the Sellers and Company, except for Taxes not yet due and payable or being contested in good faith, and there are no unpaid Taxes that would reasonably be expected to result in such a Lien. All Taxes required to be withheld and paid with respect to the Sellers and Company have been paid or withheld. As of the Closing Date, the Sellers and Company will not be bound by any Tax-sharing, Tax indemnity or Tax assumption agreements or similar arrangements or have any liability thereunder. At all times since its inception, the Sellers and Company have been for U.S. federal income tax purposes either an (i) entity disregarded from its owner or (ii) a partnership for U.S. federal income tax purposes.

6.19

Material Contracts. (a) Except as set forth in Schedule 5.16(a) and the Transaction Documents, the Company is not a party to, bound by or subject to any agreement, arrangement or understanding (whether written or oral) that (i) would be a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K if the Company had securities registered under the Securities Exchange Act of 1934, as amended, (ii) purports to limit in any material respect either the type of business in which the Company may engage or the manner or locations in which it may so engage in any business, (iii) relates to the incurrence of indebtedness, endorsement or guarantee of the obligations of a third party in principal amount of $1,000,000 or more, or (iv) refers to any material license of any patent, copyright, trademark or other similar proprietary right to or from the Company (each, a “Material Contract”).

(b) (i) Each Material Contract to which the Sellers and Company (all of which are the property of the Company) are a party is valid and binding on the Sellers and Company, as the case may be, and in full force and effect (other than due to the ordinary expiration of the term thereof), and, to the knowledge of the Sellers and Company, are valid and binding on the other parties thereto, (ii) the Sellers and Company have performed all obligations required to be performed by it to date under each such Material Contract, and (iii) the Sellers and Company are not in default under any Material Contracts to which it is a party, by which it or its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and to the Seller’s and Company’s knowledge there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, except in each case as would not have a material adverse effect on the Company.

6.20

Government of Canada, Health Canada Relationship, Letter and Legal Cannabis Industry. As of the date of this Agreement, Health Canada, the Ministry of Health or any other agency with oversight or influence to the legal Canadian cannabis market, has not canceled or terminated Canada’s relationship or the Health Canada Letter Agreement (“Letter”) with CEN Biotech Inc. (a material affiliate of AJOA, Wise Phoenix and Company) or notified any of them (or any of their respective owners, employees, agents or representatives) of any intention to do any of the foregoing. Prior hereto, CEN Biotech Inc. has entered into that certain Licensing and Services Agreement dated as of November 26th 2013 with the Company, Wise Phoenix, and AJOA (the “CEN Biotech Agreement”). The Letter, the CEN Biotech Agreement, and all other material correspondences among the parties and the Canadian government are attached hereto as Schedule 5.16, is a material to the Investor and Investor’s election to make the investment in the Company and the matters described hereunder this Agreement.

6.21

Financial Statements. The Sellers and Company will deliver to the Investor its unaudited or audited, as the case may be, financial statements for the fiscal years of 2011, 2012 and 2013 (interim financial statements for 2013), (consisting of a balance sheet, income statement and statement of cash flows) (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles other than as to any year-end adjustments and notes thereto. Subject to the foregoing, the Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein. The aforementioned deliverables cannot be waived and is a prerequisite to Closing.

8.	Closing Deliveries.

8.1	Deliveries of Investor. At the Closing, Investor shall deliver, or shall cause to be delivered, to the Sellers, or at the Sellers’ direction the following:

(i)

The Transaction Documents duly executed by Investor; and

(ii)

The Purchase Price shall be issued upon the occurrence of the Issuance Condition (as hereinafter defined 8.1.iii) as follows:

8.1.ii.1 Buyer, or its designated Transfer Agent, shall deliver to Wise Phoenix, LLC, One Hundred Seventeen Million Six Hundred Forty Seven Thousand Fifty Nine (117,647,059) of the Growlife Shares (equivalent to ½ of the U.S. $40,000,000 Purchase Price) (“Wise Phoenix Shares”); and

8.1.ii.2 Buyer, or its designated Transfer Agent, shall deliver to AJOA Holdings, LLC, One Hundred Seventeen Million Six Hundred Forty Seven Thousand Fifty Nine (117,647,059) of the Growlife Shares (equivalent to ½ of the U.S. $40,000,000 Purchase Price) (“AJOA Shares”).

8.1.ii.3 Issuance Condition. In addition to all of the documentary deliverable requirements contained under this Agreement, which the issuance of the Payment Shares are expressly subject to the satisfactory acceptance of Investor, in his sole discretion, additionally, such issuance of the Payment Shares are also expressly subject to Investor’s receipt of documentary evidence, satisfactory to Investor, in his sole discretion, that a Canadian governmental agency (e.g. Health Canada, Canadian Ministry of Health, etc.), the Minister of Health, or other person acting upon authority under the laws and regulations of the Country of Canada, has by contract, license or otherwise, granted specific rights to Seller, R.X.N.B. Inc., or CEN Biotech Inc., to produce, grow, harvest, package, sell, import and export, cannabis and cannabis products and bi-products, directly or indirectly, to sanctioned importers, exporters, distributors and/or end users of not less than 1.3 million pounds (“Minimum Volume Amount”) (collectively the “Issuance Condition”). Once the Issuance Condition is approved and verified by Investor, Growlife will be obligated to issue the Wise Phoenix Shares and the AJOA Shares. In the event that the Minimum Volume Amount is less, then the Investor shall have the right to rescind this Agreement or reduce the Payment Shares proportionately compared to the Minimum Volume Amount shortfall.

8.2	Deliveries of the Seller and Company. Upon the Closing, the Seller shall cause the Company and Company shall deliver, or shall cause to be delivered, to Investor and any other applicable parties, the following:

(i)

The Interests (“25% Shares of BioTech Inc.”), provided that the Interests will be vested immediately upon the Effective Date without receiving the Interests certificates, and the physical certificates will be issued within 5 days from the Effective Date;

(i)

Issuance Condition (e.g. the/any prerequisite deliverables specified in this Agreement that are a condition to Closing, including without limitation, Any prerequisite documentary, technology, property, security or any other deliverables specified in this Agreement that are a condition to Closing (or that may be delivered within 60 days after) and cannot be waived; and

(ii)

The Transaction Documents, Schedules and Exhibits, duly executed by the Sellers and Company and any other required parties; and

(iii)

A certificate of legal existence and corporate good standing in respect of the Sellers and Company and issued by the office of the Secretary of State of the State they are incorporated.

2.	Indemnification.

2.1

Indemnification by the Seller and Company. Subject to the limitations set forth in Section 8.2, the Sellers and Company shall indemnify, defend and hold harmless Investor and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Investor Indemnified Parties”) promptly upon demand at any time and from time to time, from and against any and all liabilities, out-of-pocket losses, damages, claims, suits, actions or causes of action, assessments, fines, costs and expenses, interest, awards, settlements, judgments and penalties actually suffered or incurred (each, a “Loss”) to any Investor Indemnified Party arising out of or resulting from: (i) the breach of, or inaccuracy in, any representation or warranty made by the Company in this Agreement and (ii) the successful enforcement of the indemnification obligation contained in this Section 8.1. For purposes of calculating the amount of any Losses subject to indemnification pursuant to this Section 8 and for determining if any breach of this Agreement has occurred, all references to materiality, material adverse effect and similar terms shall be disregarded.

2.2	Further Provisions Regarding Indemnification.

(i)

Survival. All representations, warranties, covenants and agreements made by the Sellers and Company or by Investor in this Agreement shall survive shall survive indefinitely.

(ii)

Third Party Claims. The Sellers or Company shall have the right to assume and control the defense of such actions, suits, claims and proceedings for which indemnification is sought pursuant to this Section 8.2. The Company shall not, without the prior written consent of the Investor Indemnified Party which will not be unreasonably withheld, delayed or conditioned, (A) settle or compromise any claim or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Investor Indemnified Party of a written release from all liability in respect of such claim or proceeding or (B) settle or compromise any action, suit, claim or proceeding in any manner that materially and adversely affects the Investor Indemnified Party other than as a result of money damages or other monetary payments that are indemnified hereunder. The Investor Indemnified Parties shall not settle or compromise any action, suit, claim or proceeding without the written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned.

(iii)

Participation in Defense. The Investor Indemnified Party may in any event participate in any defense with its own counsel and at the reasonable expense of the Company, and the Investor Indemnified Party shall be kept reasonably informed by the Sellers and Company of such action, suit, claim or proceeding at all stages thereof, whether or not it is represented by counsel. Notwithstanding the foregoing, if (A) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of counsel for the Investor Indemnified Party for the same counsel to represent both the Investor Indemnified Party and the Company, (B) such claim or proceeding does not solely seek monetary relief, or (C) the Company does not conduct the defense of such action, suit, claim or proceeding actively and diligently, then the Investor Indemnified Party shall be entitled to retain its own counsel, at the expense of the Company with respect thereto.

(iv)

Information and Assistance. Except as limited by applicable privilege issues, the Sellers, Company and the indemnified party shall make available to each other Party and its attorneys and accountants all witnesses, books, records materials, and information in the Company’s possession or under its control relating to any action, suit, claim or proceeding described in Section 8.2(iii), and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit, claim or proceeding.

4.1	Restrictive Securities Act Legend. Any certificates representing Interests shall bear a legend in substantially the following form, in addition to any other legends required by law or contract (including the Existing LLC Agreement):

“THE LIMITED LIABILITY COMPANY UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ANY SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER SECURITIES LAWS, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS COVERING THE TRANSFER OR AN OPINION OF COUNSEL OR OTHER EVIDENCE OF COMPLIANCE WITH THE ACT AND SAID LAW SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER SAID ACT AND SAID LAW IS NOT REQUIRED.”

4.2

Termination of Restrictions. The legends required by this Section 10 shall be removed by the Company upon reasonable request without charge as to any particular Interests (i) when, in the opinion of counsel reasonably acceptable to the Management Committee of the Company, such restrictions are no longer required in order to assure compliance with the Securities Act and all applicable state or other securities or blue sky laws or (ii) when such Interests shall have been registered under the Securities Act or transferred pursuant to Rule 144 promulgated thereunder.

Assignment. Neither this Agreement nor the rights, interests or other obligations accruing under this Agreement may be assigned or transferred, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party to this Agreement, and any such assignment without such prior written consent shall be null and void; provided that Investor may assign all of its rights and obligations under this Agreement to its designee, transferee or affiliate.

6.	Binding. This Agreement shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of Investor, Sellers and the Company.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, but without giving effect to any conflict of law provision or rule that would cause the application of the substantive laws of any other jurisdiction. Each of the parties hereto irrevocably and unconditionally submits for itself to the exclusive jurisdiction (and waives any objection to the venue) of any United States federal court or state court sitting in the County of Los Angeles, State of California, United States, and any appellate court therefrom, in any suit, action arising out of relating to this Agreement and the transactions contemplated hereby.

WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. ANY OF THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 14 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH OF THE PARTIES HERETO TO THE WAIVER OF HIS OR ITS RIGHT TO TRIAL BY JURY.

Reliance. Each of the parties hereto acknowledges that it has been informed by each other party that the provisions of Sections 13 and 14 and this Section 15 constitute a material inducement upon which such party is relying and will rely in entering into this Agreement and the transactions contemplated hereby.

10.

Entire Agreement; Modification; Waiver; Amendment. The Transaction Documents and the other agreements contemplated hereby or thereby constitute the full and entire understanding of the parties hereto regarding the subject matter hereof and thereof and supersede all prior or contemporaneous agreements, documents, understanding or arrangements regarding the subject matter hereof and thereof. Any amendment, modification or waiver of this Agreement or any provision hereof must be in writing executed by the parties hereto.

11.

Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery, (ii) the next business day after the business day timely delivered to a recognized overnight courier or (iii) five (5) days after deposit in the United States mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified as set forth on the signature page hereof or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

12.

Expenses. Each party shall be responsible for their own costs, fees and expenses incurred with the examination, review, negotiation, execution, delivery and performance of this Agreement and the agreements contemplated hereby (including the other Transaction Documents) and the transactions contemplated hereby and thereby.

13.

Publicity; Press Releases. Each of the parties to this Agreement hereby agrees with the other party hereto that no press release or similar public announcement or communication shall be made or be caused to be made, prior to, or, as the case may be after the Closing concerning the execution or performance of this Agreement unless the other party shall have provided its prior written consent, not to be unreasonably withheld. Notwithstanding the foregoing, either party may make or cause to be made any press release or similar public announcement or communication as may be required to comply with the requirements of any Applicable Laws; provided, that, to the extent in the good faith judgment of such party it is reasonably practicable to do so, such party must (i) provide the other party with an opportunity to review such party’s intended communication and (ii) consider in good faith modifications to the intended communication that are requested by the other party. To further the parties’ intent to publicize the relationship created by the Transaction Documents, the parties agree to only issue a mutually agreed upon press release announcing the relationship. THE PARTIES EACH ACKNOWLEDGE THAT A INFORMATION THAT MAY BE RELEASED TO THE PUBLIC AND PRESS MAY BE DETRIMENTAL TO EACH OF THE PARTIES. IN SO FAR AS A PUBLIC OR PRESS RELEASE IS MADE WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE NON-RELEASING PARTIES, THE RELEASING PARTIES WILL PAY ANY DAMAGES AND COSTS RELATED TO THE UNAUTHORIZED RELEASE.

14.

Severability. If any term, provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions completed by this Agreement is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement and the other Transaction Documents be consummated as originally contemplated to the fullest extent possible.

IN WITNESS WHEREOF, the undersigned has executed this BioTech Inc., Interest Purchase Agreement.

GrowLife Inc,	Wise Phoenix LLC


By: _________________________	By: ________________________

Its: _________________________	Its: ________________________

Date: _________________________	Date: ________________________

R.X.N.B. Inc.	AJOA Holdings, LLC

By: _________________________	By: ________________________

Its: _________________________	Its: ________________________

Date: _________________________	Date: ________________________



Organic Growth International LLC	CEN Biotech Inc.

By: _________________________	By: ________________________

Its: _________________________	Its: ________________________

Date: _________________________	Date: ________________________


CANX USA LLC

By: _________________________

Its: _________________________

Date: _________________________

Exhibit 10.2

Shareholder Agreement

CEN BIOTECH, INC.

(A Canadian Corporation, the “Company”)

EFFECTIVE AS OF: January 24, 2014

The Stockholder Rights And Interests represented by this Shareholder Agreement have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the applicable corporate or regulatory ministry or agency of Canada or any of its governmental units, including the Province of Ontario, or similar laws or acts of other states in reliance upon exemptions under those Acts. The sale or other disposition of Stockholder Rights And Interests is restricted as stated in this Shareholder Agreement and, in any event, is prohibited unless the Company receives an opinion of counsel satisfactory to the Company and its counsel that such sale or other disposition can be made without registration under the Securities Act of 1933, as amended, and any applicable state securities acts and laws in either the United States or Canada. By acquiring any Stockholder Rights and Interests represented by this Shareholder Agreement, each Shareholder represents that such Shareholder will not sell or otherwise dispose of such Shareholder’s Rights or Interests without registration or other compliance with the aforesaid acts and the rules and regulations issued thereunder.

SHAREHOLDER AGREEMENT

CEN BIOTECH INC.

THIS SHAREHOLDER AGREEMENT is made effective as of the 24th day of January 2014, by the named Shareholders as hereinafter set forth. Full compliance with corporate formalities and resolutions, minutes, and validly issued share certificates will be effectuated as soon as practicable, and no later than January 31, 2014, by the Company.

Formation of Corporation. The Shareholders have formed a Canadian Corporation pursuant to the provisions of the laws of Canada under the Canada Business Corporations Act (the “Act”) and any applicable regulations of Canada and the Province of Ontario, inclusive.

Name of Company. The name of the Company is, and shall be: CEN BIOTECH INC. (the “Company”).

Character of Business. The purpose of the Company is to promote, provide, and service customers and clients in the agricultural, health, nutritionals, analytics, media and entertainment industries, including related activities to offer, license, and sell merchandise and materials and all other lawful activities agreed to by the Members in either of Canada or the United States.

Principal Place of Business. The location of the principal place of business is, and shall be: 20 North Rear Road in Lakeshore, Ontario, Canada, but the Members may move the same to any other location within the State of Michigan (U.S.A.) or the Province of Ontario.

Registered Agent. The name and street address of the agent for service of process required to be maintained by the Act is: 20 North Rear Road in Lakeshore, Ontario, Canada.

Term. The Company shall continue until perpetually, unless sooner terminated hereunder or by operation of law.

Ownership Interest. The percentages of ownership interest of the Shareholders are as follows:

·	AJOA Holdings, LLC	25%
·	Wise Phoenix LLC	25%
·	Creative Edge Nutrition, Inc. (FITX)	10%
·	Growlife, Inc. (PHOT)	25%
·	Randy Hamdan	8%
·	Donald Strilchuck	1%
·	Jim Shaban	1%
·	Roger Shaban	1%
·	Khalid Bakshi	1%
·	Joe Byrne	1%
·	Jordan Elhalabi	1%
·	Joel Stohlman	.5%
·	Jeff Thomas	.5%
		100%

Appointment the Board of Directors. Wise Phoenix LLC (“WISE”), AJOA Holdings LLC (“AJOA”) and CANX LLC or its assignees or designees (“CANX”) shall each shall have the right to elect one (1) person to sit as a director on the Company Board of Directors.

Voting; Written Consent. Any action, decision, consent or approval that can be taken, made or given (or not taken, made or given) by any Board of Directors may be authorized only with the affirmative consent, as the case may be, of at least one (1) WISE Director, one (1) AJOA Director and one (1) CANX Director. Any such consent or approval may be taken at a meeting or without a meeting by consent in writing of such persons, which written consent shall set forth the actions to be so taken, except that no such additional consent or approval of any Board of Director, as applicable, shall be required where such Board of Director or its affiliate is the party on the other side of the transaction and has a material conflict with the Company.

10.

Authority of Management Committee. The Board of Directors, shall have the exclusive power and authority to attain information of, and manage the business and affairs of any of the Company, to make all decisions affecting the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company as the Board of Directors deems necessary or appropriate. The Board of Directors and the officers appointed thereby, acting as such, shall have the power and authority to bind Company, subject to the provisions hereunder this Shareholders Agreement, except and to the extent that such power is expressly delegated in writing to any other person by the Board of Directors, and such delegation shall not cause the Board of Directors to cease to be the managing authority of Company. THE Board of Directors shall be an agent of the Company’s business, and the actions of the Board of Directors duly taken in such capacity and in accordance with this Agreement shall bind the Company. Except as otherwise expressly provided in this Agreement, all actions to be taken on behalf of the Board of Directors, including all decisions and determinations to be made and discretion to be exercised, shall be taken, made or exercised by the Board of Directors.

11.

Election of the Initial Officers and Subsequent Officers. The Board of Directors hereby elects Sam Alawieh as President, Bahige Chabaan as Secretary and Randy Breitman as Treasurer, and in such capacities to serve as the Officers of the Company, and are unanimously responsible for all management decisions of the Company, subject to this Shareholder Agreement. Unless otherwise expressly provided herein, all reference hereinafter to any action to be taken by the Company shall mean action taken in its name and on its behalf by the Officers, which shall have full, exclusive and complete discretion in the management and control of the affairs of the Company for the purposes herein stated and shall make all decisions affecting the Company affairs. In discharging his or her managerial responsibilities, the Officers shall not be liable to the other Shareholders for any good-faith act or omission to act or for any act or omission that does not constitute gross negligence or willful misconduct. In addition, any removal of a Corporate Officer must be for cause for gross negligence or willful misconduct or by unanimous decision of the Board of Directors. Notwithstanding the above, Bahige Chabaan shall serve as the Secretary of the Company with the limited authority to file documents solely to maintain the rights of the Company, including trademarks and copyright interests. However, any attempt to transfer, encumber, or assign any rights of the Company must be personally signed and approved by the Board of Directors, or is null and void.

12.

Annual Budget. The Board of Directors, on an annual basis, shall unanimously approve an twelve (12) month operating, revenues, profits, CAPEX and investment budget for the Company (and any material deviation therefrom) at least ninety (90) days prior to the end of each annual period (“Annual Budget”). Within sixty (60) days following the execution of this Shareholders Agreement, an Annual Budget shall be established for year 2014.

13.

Board of Director Approval Rights. The following actions shall require the affirmative vote of each member of the Board of Directors:

Entering into material agreements, arrangements or understandings with respect to one transaction or a series of transactions with expected liabilities in excess of one million dollars ($1,000,000), that are outside the then approved Annual Budget;

ii.

Entering into or amending the terms of employment agreements or other compensation arrangements that are not included in the then-current Annual Budget and, with respect to any individual, provides for total annual compensation (including salary and bonus) in excess of one hundred thousand dollars ($250,000);

iii.

Paying any discretionary bonus to any officer or employee to the extent not included in the then-current Annual Budget or not required under any agreement or employee benefit plan previously committed to by the Company and included in the Annual Budget;

iv.

Incurring indebtedness for borrowed money, or assuming, guaranteeing or endorsing any obligations in excess of five hundred thousand dollars ($500,000) in one transaction or a series of related transactions other than matters within the business plan or then-current Annual Budget;

Authorizing, adopting or amending any employee profit sharing, interest-based or other equity option plan not provided for under then-current Annual Budget;

vi.

Directly or indirectly engaging in a material acquisition or disposition of assets outside the ordinary course of business, including a merger, consolidation or sale of assets or not provided for under then-current Annual Budget;

vii.

Commencement of any activity that contemplates a change of control of the Company; or

viii.

Commencement of an initial public offering with respect to any interests or filing of a shelf registration statement; or

ix.

Commencement of any voluntary dissolution, insolvency, winding up, bankruptcy, liquidation or similar proceedings; or

Undertaking any change in form.

xi.

Amend, change or repeal (i) this Agreement or (ii) any other organizational documents, which amendment, change or repeal would, in either case, materially and adversely affects any rights or benefits of any of the parties, disproportionately in relation to the other members holding the same class of interests;

xii.

Amend or change in any respect the equity capital structure of the in a manner that materially adversely and disproportionately affects any of the parties, in relation to other persons or entities holding the same class of interests;

xiii.

Redeem or purchase any interests (i) other than on a pro rata basis or (ii) as part of a recapitalization which includes the incurrence of indebtedness for borrowed money outside of the ordinary course of business in order to finance or purchase such redemption (other than redemptions or purchases of employee, independent contractors, consultants or similar person’s interests in the ordinary course of business);

xiv.

Declare or pay any distribution with respect to interests of the same class (i) other than on a pro rata basis or (ii) in connection with any recapitalization which includes the incurrence of indebtedness for borrowed money outside of the ordinary course of business to finance such dividend or other distribution;

xv.

Engage in any material new line of business outside the ordinary course or not provided for under the then-current Annual Budget;

xvi.

Enter into any material agreement, arrangement or understanding in excess of one million dollars ($1,000,000) with any affiliate or with respect to any related party transaction not provided for under the then-current Annual Budget;;

xvii.

Enter into any stand-alone sale, assignment, sub-license or other disposal of any asset or intellectual property other than in the ordinary course of business and which does not materially adversely affect the value or operations of the Company, or that is not provided for under the then-current Annual Budget; or

xviii.

Grant profits interests, interest-based or other equity options for employees, consultants or independent contractors representing in the aggregate more than five percent (5%) of the then outstanding interests, that is not provided for under then-current Annual Budget;

IN THE EVENT OF ANY CONFLICT BETWEEN THE AFOREMENTIONED TERMS AND CONDITIONS RELATED TO THE POWER AND AUTHORITY OF THE BOARD OF DIRECTORS, AND THE REMAINING TERMS AND CONDITIONS OF THIS SHAREHOLDER AGREEMENT, SECTION 8., 9., 10., 11., 12., 13., i THROUGH AND INCLUDING 14. Xviii OF THIS SHAREHOLDER AGREEMENT SHALL PREVAIL. IN ADDITION, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THIS SHAREHOLDER AGREEMENT AND ANY OTHER AGREEMENT OR INSTRUMENT EXECUTED BY THE PARTIES, OR THE COMPANY BOARD OF DIRECTORS, OR THE COMPANY OFFICERS, THE TERMS AND CONDITIONS OF THIS SHAREHOLDER AGREEMENT SHALL PREVAIL.

14.

Capital Accounts. The Company shall establish and maintain capital accounts for each Shareholder and each Shareholder’s Percentage Interest in the Company. Each Shareholder’s capital account shall be increased by (1) the amount of money actually contributed by the Shareholder to the capital of the Company, (2) the fair market value of any property contributed by the Shareholder, as determined by an independent appraisal and/or as agreed by Shareholders signing this Agreement, and (3) the Shareholder’s share of Net Profits. Each Shareholder’s Capital Account shall be decreased by (1) the amount of any money actually distributed to the Shareholder, (2) the fair market value of any property distributed to the Shareholder, and (3) the Shareholder’s share of Net Loss. Revaluation adjustments will be made to capital accounts whenever there are capital contributions made to the Company or disproportionate distributions from the Company and when the Company is dissolved and wound up. The foregoing provisions and the other aspects of this Agreement relating to the maintenance of capital accounts are intended to comply with the Act or IRS Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations and any amendment or successor provision thereto.

15.

Interest in Profits or Losses. The net profits or net losses of the Company, all capital gains or losses and all extraordinary items of gain or loss, other than such gains or losses recognized with regard to Internal Revenue Code (the “Code”) Section 704(c) property, shall be credited or charged to the Members in the proportions described above, as adjusted from time to time. Gains or losses recognized with regard to Code Section 704(c) property shall be allocated among the Members pursuant to Code Section 704(c) and the Treasury Regulations pertaining thereto.

16.

Limitation on Liability for Losses Chargeable to Shareholders. No Shareholder shall personally be liable for, and will be indemnified by the Company against any of the losses of the Company.

17.

Distribution of Profits and Profits Sharing Arrangements. The earnings and profits sharing of the Company shall be distributed annually, except that earnings may be retained by the Company as required herein below pursuant to the Company approved Annual Budget.

18.

Additional Shareholders. Additional Shareholders may be admitted to this Company, but only upon such terms and conditions, as the Board of Directors shall reasonably determine, in writing, prior to such admission. Upon the admission of any such additional Shareholder, a capital account shall be opened and maintained for such Shareholder and profits and losses shall continue to be allocated in accordance with this Agreement.

19.

Sale or Transfer of Company Interest. No new Shareholder shall be admitted to the Company without the prior written consent of the Board of Directors. Shareholders wishing to sell or transfer their Interest(s) must provide the Corporate Officers with written notice of the terms and conditions of such proposed sale or transfer and the name and address of the proposed bona fide purchaser or transferee and receive the prior written consent of the Officers Members to transfer any interest in the Company. Such written notice to the Officers shall contain: (a) the nature and size of the interest to be sold or transferred; (b) the name and address of both the selling or transferring Shareholder and the proposed bona fide purchaser; and (c) the sales or transfer price and all terms of payment thereof. Upon such written notice, the Officers shall submit the notice to the Board of Directors and they shall equally have the right of first refusal to acquire the Interest of any Shareholder who wishes to sell or transfer their Interest within sixty (60) days after receipt of such notice to purchase the interest of the selling Shareholder on the terms and conditions stated by the bona fide purchaser. If such right to purchase is not exercised, the selling Shareholder shall have sixty (60) days following the initial 60-day period to consummate the intended sale or transfer to the third party strictly in accordance with the terms and conditions set forth in the notice. The Board of Directors, on an equal basis, shall also have the right of first refusal to acquire the interest of any Shareholder: (i) upon death of the Shareholder, by testamentary disposition, by intestate succession, or by gift to members of the immediate family of the Shareholder, or (ii) pursuant to an adjudication of insanity or incompetency of such Shareholder in any judicial proceeding or the commitment of such Shareholder to a mental institution.

NOTWITHSTANDING THE FOREGOING, THE TRANSFEREE OF AN INTEREST OF A SHAREHOLDER TRANSFERRED AS DESCRIBED IN THIS PARAGRAPH SHALL NOT BECOME A SUBSTITUTED SHAREHOLDER HEREUNDER BUT SHALL BE ENTITLED ONLY TO RECEIVE THE SHARE OF PROFITS, LOSSES AND DISTRIBUTIONS TO WHICH ITS TRANSFEROR WOULD HAVE BEEN ENTITLED.

20.

Successor to Shareholder. A party, including an existing Shareholder, who becomes a successor to the interest of a Shareholder shall have no right to become a substituted Shareholder without first obtaining the written consent of the Board of Directors, except for heirs, trusts, estates, and wholly owned subsidiaries.

21.

Cash Distributions. Funds in excess of the working capital requirements of the Company as reasonably determined by the Annual Budget, which arise or are realized from economic profits earned through the activities of the Company in its normal operations, the proceeds of a sale of all or any part of the assets of the Company, or a surplus of funds resulting from any refinancing by the Company, shall be allocated and distributed to the Shareholders, proportionate to their interests (equity or profits sharing), at such times as the Board of Directors shall determine, but no less that on an annual basis.

22.

Sale of Assets. In the event that Company assets or rights are sold under the authority of the Officers, the gain or loss recognized thereon shall be distributed in accordance with the Shareholders’ respective ownership interests.

23.

Company Accounting.

(a) Books and Records. Books of account of the Company, including capital and income accounts for each Shareholder, shall be kept on a cash and calendar year basis in accordance with generally accepted accounting practices applied in a consistent manner and shall reflect all Company transactions and be appropriate and adequate for Company business. The books of account and other records of the Company shall be maintained at the principal office of the Company or at such other place as may be designated by the Board of Directors, and shall be open to inspection by each Board of Director and Shareholder or their duly authorized representatives at all reasonable times during business hours.

(b) Financial Statements. A balance sheet of the Company at the end of each calendar year, together with a statement of earnings for the twelve (12) months then ended, and copies thereof, as are to be furnished as part of the proposed Federal and State Income Tax Returns for the Company, if any, for such year, shall be furnished to each Shareholder within seventy-five (75) days following the end of each such year showing each Shareholder’s distributive share of net profits or net losses and additional items of income or deduction for income tax purposes. Not less than once a year, and as soon as possible after completion of the financial report referred to herein, a meeting of all Shareholders shall be held to review such report.

24.

Bank Accounts. All funds of the Company shall be deposited in the name of the Company in an account or accounts in such bank or banks as shall be determined by the Shareholders, and all withdrawals or disbursements from said account or accounts shall be made by check drawn in the Company name upon such account or accounts and signed on behalf o the Company by any member.

25.

Title to Property. Title to and ownership of all the assets of the Company shall at all times be vested in and stand in the name of the Company.

26.

Conflict of Interest. The Shareholders and their affiliates may engage for their own account and for the account of others in any business venture, including business or professional services provided to others, the sale and licensing of merchandise and promotional goods, on behalf of other persons, partnerships, joint ventures, corporations, limited liability companies or other entitles in which they have an interest, and the Company shall have no right to participate therein. A Shareholder may deal with him or herself, his or her affiliates and their officers, employees and agents, in providing necessary services or goods for the Company, provided that the compensation paid for such services is a reasonable amount which in comparable and competitive with the compensation which would be paid other persons for such services, neither the Company nor any of the Shareholders shall have any right by virtue of this Agreement, to participate in or to claim ownership in such independent ventures or to claim any interest in the income or profits derived there from.

27.

Termination and Dissolution. The Company shall continue (a) until all of the business assets and properties developed or acquired by it and other investments made by it have been sold or disposed of, or have been abandoned; or (b) unless sooner dissolved, but only upon the occurrence of any of the following events:

i. The Board of Directors unanimously elect to dissolve the Company or sell the Company assets;

ii. The Board of Directors has affirmatively elected not to extend the expiration of term of the Company.

IN THE EVENT OF DISSOLUTION AND FINAL TERMINATION, THE BOARD OF DIRECTORS SHALL WIND UP THE AFFAIRS OF THE COMPANY AND SHALL SELL ALL OF THE COMPANY ASSETS AS PROMPTLY AS IS CONSISTENT WITH OBTAINING THE FAIR MARKET VALUE THEREOF. THE SHAREHOLDERS SHALL SHARE IN THE PROFITS AND LOSSES OF THE BUSINESS DURING DISSOLUTION IN THE SAME PROPORTIONS IN WHICH THEY SHARED SUCH PROFITS AND LOSSES PRIOR TO DISSOLUTION. SO LONG AS THE SHAREHOLDERS SHALL DEVOTE ADEQUATE TIME TO THE DISSOLUTION AND TERMINATION OF THE COMPANY BUSINESS, THEY SHALL RECEIVE COMPENSATION DURING SUCH PERIOD AT THE SAME RATE AS THEY RECEIVED IMMEDIATELY PRIOR TO DISSOLUTION.

Any cash remaining after all Company assets have been sold shall be paid out and distributed in the following order of priority:

(1) To the payment of creditors of the Company, in the order of priority as provided by law, except those liabilities to Shareholders on account of their capital contributions.

(2) To the Shareholders of the Company in respect of their contributions to capital.

(3) To the Shareholders in respect of their shares of the profits and other compensation by way of income on their contributions.

EACH SHAREHOLDER SHALL LOOK SOLELY TO THE ASSETS OF THE COMPANY FOR THE RETURN OF HIS/HER INVESTMENT. IF THE COMPANY PROPERTY REMAINING AFTER THE PAYMENT OR DISCHARGE OF THE DEBTS AND LIABILITIES OF THE COMPANY IS NOT SUFFICIENT TO RETURN THE INVESTMENT OF EACH SHAREHOLDER, SUCH SHAREHOLDER SHALL HAVE NO RECOURSE AGAINST ANY OTHER SHAREHOLDER, OFFICER OR DIRECTOR.

ANY PROPERTY DISTRIBUTION IN KIND AS A RESULT OF A LIQUIDATION SHALL BE VALUED AND TREATED AS THOUGH THE PROPERTY WERE SOLD AND CASH PROCEEDS DISTRIBUTED.

ANY LIQUIDATING DISTRIBUTION TO A SHAREHOLDER WHOSE INTEREST IN THE COMPANY IS LIQUIDATED PURSUANT TO THIS SECTION, SHALL BE MADE IN ACCORDANCE WITH THE POSITIVE CAPITAL ACCOUNT BALANCE OF SAID SHAREHOLDER, AS ADJUSTED IN ACCORDANCE WITH THE TREASURY REGULATIONS.

21. Miscellaneous Provisions.

(a) Notices. Any notices, requests, consents, demands, approvals or other documents, instruments and communications required or which may be given under this Agreement shall be in writing and shall be deemed to have been duly given either at the time of delivery if personally delivered or seventy-two (72) hours after the time of mailing if mailed by overnight carrier (e.g. FED EX) Officers at the address listed in this Agreement or such other addresses as the Officers designate at any time in writing by notice to the Company in accordance with the provisions of this sub-paragraph.

(b) Validity. In any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision to person or circumstances other than those as to which it is held invalid, shall not be affected thereby.

(c) Binding Agreement. This Agreement shall be binding upon the parties hereto, their successors, heirs, devisees, assigns, legal representatives, executors and administrators.

(d) Captions. Section titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision thereof.

(e) Default. In the event of default by any party in the performance of the terms and conditions of this Agreement, the defaulting party agrees, in addition to other remedies available, to pay all costs incurred by the other party, including reasonable attorneys’ fees and costs.

(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the undersigned provided under page 29 and 30 have executed this Shareholder Agreement as of the day and year first above written and therefore have effectuated this Shareholder Agreement. The remaining signatories, upon their execution of this Shareholder Agreement, shall be admitted as a shareholder pursuant to the capital structure specified n Section 7. above, but not until then.

CEN BIOTECH INC.

_____________________________

BY: BAHIGE CHABAAN

ITS: PRESIDENT

MEMBERS:

_____________________________

BY: SAM ALAWIEH

ITS: VICE PRESIDENT

AJOA HOLDINGS, LLC

_____________________________

BY:

ITS: PRESIDENT

WISE PHOENIX LLC

MEMBERS:

BY:_____________________________

SAM ALAWIEH

ITS: PRESIDENT

ORGANIC GROWTH INTERNATIONAL, LLC (freely assignable to its designee(s))

_______________________________

By:_____________________________

Its: MANAGER

GROWLIFE, INC. (PHOT)

_____________________________

By: STERLING SCOTT

Its: CEO

ORGANIC GROWTH INTERNATIONAL, LLC

MEMBER

_____________________________

By: STERLING SCOTT, MEMBER

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

CONTINGENT SHAREHOLDERS LIST.

EXECUTION REQUIRED BY THE BELOW CONTINGENT SHAREHOLDERS

IN ORDER FOR THEM TO OBTAIN SHARES OF THE COMPANY.

RANDY HAMDAN

BY: _____________________________

ITS: _____________________________

DONALD STRILCHUCK

BY: _____________________________

ITS: _____________________________

JIM SHABAN

BY: _____________________________

ITS: _____________________________

ROGER SHABAN

BY: _____________________________

ITS: _____________________________

KHALID BAKSHI

BY: _____________________________

ITS: _____________________________

JOE BYRNE

BY: _____________________________

ITS: _____________________________

JORDAN ELHALABI

BY: _____________________________

ITS: _____________________________

JOEL STOHLMAN

BY: _____________________________

ITS: _____________________________

JEFF THOMAS

BY: _____________________________

ITS: _____________________________

Exhibit 10.3

EQUIPMENT AGREEMENT

MASTER EQUIPMENT,

PROCUREMENT AND SERVICES AGREEMENT

This Master Equipment, Procurement and Services Agreement (the “MEPS Agreement”) is entered into as of January _, 2014, by and among CEN Biotech, Inc., a Company Incorporated in Canada (“Company”), and Organic Growth International, LLC, a Nevada limited liability company (“Investor”) (collectively the “Parties”).

WHEREAS, the Sellers (as defined in the Interest Purchase Agreement) and Company agreed, as part of the Interest Purchase Agreement, to enter into this MEPS Agreement and elect to use Investor as its sole or primary source and supplier for equipment, general supplies, consumables and services associated with the production, growth, harvesting and sale of legal cannabis, with the purpose of supplying the Canadian public with pharmaceutical-grade medical cannabis under Canadian laws and regulations;

WHEREAS, Investor is a joint venture company, co-owned with GrowLife, Inc. (OTBB: PHOT), with a wide range of products and expertise in hydroponics and other controlled environmental and growing systems tailored for the legal cannabis industry; and

WHEREAS, the Parties intend the following terms to have the following meanings in order to define their undertakings pursuant to this MEPS Agreement:

"Equipment" means all infrastructure required to build and maintain one or more fully-licensed and compliant marijuana growing facilities;

“Procurement” means any the sourcing and purchasing of equipment and services of all types and kinds including where necessary securing licenses and approvals for import and export and the myriad of administrative functions associated with sourcing and purchasing; and

“Services” means a wide range of consulting and advisory information provided directly or indirectly including (1) facility design, operation and equipment selections, (2) marketing and sales, (3) branding and (4) compliance with existing and anticipated regulatory requirements;

WHEREAS, the Parties desire to put into place a MEPS Agreement that will facilitate the supply by OGI to CEN Biotech of a broad range of equipment, procurement and services for successful implementation of the mission of CEN Biotech to produce and supply medical marijuana under Canadian law and regulations, inclusive of such importation and exportation of medical marijuana as may be allowed;

NOW THEREFORE, the Parties agree as follows:

A. OGI agrees to extend its best efforts to provide timely and competitively priced Equipment, Procurement and Services requirements at all times consistent with the requirements of CEN Biotech. OGI is hereby granted the global right to distribute all products and services sold or licensed by the Company anywhere in the world; the terms and conditions of such shall be mutually negotiated between the parties in good faith to reflect market prices and conditions.

B. CEN Biotech agrees to timely identify to OGI its requirements for Equipment, Procurement and Services to OGI in order to allow for an orderly process of obtaining quotes, processing purchase orders and fulfilling purchase orders and allowing for delivery. It is understood that CEN Biotech shall determine the design and infrastructure of each growing facility (compliant with all applicable laws and regulations) in their sole discretion and there shall be no limitation upon CEN Biotech’s utilization of technology licensed by Jade Engineering.

C. The term of the agreement is for the longer of either a term of 5 (“five”) years or for as long as Investor or Growlife Inc. owns the Interests.

D. The legal cannabis growing equipment needs of Company shall generally be supplied by OGI affiliate GrowLife, Inc. over the term of the Agreement on primary basis, as long as specifications, price and quality are substantially equal, and to the extent not, Company shall provide specifications to Investor and allow Investor the opportunity to match same. In the event that Investor cannot match same, Company shall have the right to buy such product on the open market.

E. The Parties agreed on the following standardized terms to govern this MEPS Agreement in furtherance of the purposes above.

1. Assignment. Neither this Agreement nor the rights, interests or other obligations accruing under this Agreement may be assigned or transferred, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party to this Agreement, and any such assignment without such prior written consent shall be null and void.

2. Binding. This Agreement shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of Investor and Company.

3. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, but without giving effect to any conflict of law provision or rule that would cause the application of the substantive laws of any other jurisdiction. Each of the Parties hereto irrevocably and unconditionally submits for itself to the exclusive jurisdiction (and waives any objection to the venue) of any United States federal court or state court sitting in the County of Los Angeles, State of California, United States, and any appellate court there from, in any suit, action arising out of relating to this Agreement and the transactions contemplated hereby.

4. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. ANY OF THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 14 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH OF THE PARTIES HERETO TO THE WAIVER OF HIS OR ITS RIGHT TO TRIAL BY JURY.

5. Entire Agreement; Modification; Waiver; Amendment. This MEPS Agreement constitutes the full and entire understanding of the parties hereto regarding the subject matter hereof and thereof and supersedes all prior or contemporaneous agreements, documents, understanding or arrangements regarding the subject matter hereof and thereof. Any amendment, modification or waiver of this Agreement or any provision hereof must be in writing executed by the parties hereto.

6. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery, (ii) the next business day after the business day timely delivered to a recognized overnight courier or (iii) five (5) days after deposit in the mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified as set forth on the signature page hereof or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

7Expenses. Each Party shall be responsible for their own costs, fees and expenses incurred with the examination, review, negotiation, execution, delivery and performance of this Agreement and the agreements contemplated hereby and the transactions contemplated hereby and thereby.

Publicity; Press Releases. Each of the parties to this Agreement hereby agrees with the other party hereto that no press release or similar public announcement or communication shall be made or be caused to be made, prior to, or, as the case may be after the Closing concerning the execution or performance of this Agreement unless the other party shall have provided its prior written consent, not to be unreasonably withheld. Notwithstanding the foregoing, either party may make or cause to be made any press release or similar public announcement or communication as may be required to comply with the requirements of any Applicable Laws; provided, that, to the extent in the good faith judgment of such Party it is reasonably practicable to do so, such Party must (i) provide the other Party with an opportunity to review such Party’s intended communication and (ii) consider in good faith modifications to the intended communication that are requested by the other Party. To further the Parties’ intent to publicize the relationship, the Parties agree to only issue a mutually agreed upon press release announcing the relationship. THE PARTIES EACH ACKNOWLEDGE THAT A INFORMATION THAT MAY BE RELEASED TO THE PUBLIC AND PRESS MAY BE DETRIMENTAL TO EACH OF THE PARTIES. IN SO FAR AS A PUBLIC OR PRESS RELEASE IS MADE WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE NON-RELEASING PARTIES, THE RELEASING PARTIES WILL PAY ANY DAMAGES AND COSTS RELATED TO THE UNAUTHORIZED RELEASE.

9. Severability. If any term, provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions completed by this Agreement is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement and the other Transaction Documents be consummated as originally contemplated to the fullest extent possible.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this MEPS Agreement.

GrowLife Inc,	Wise Phoenix LLC
By: _________________________	By: ________________________
Its: _________________________	Its: ________________________
Date: _________________________	Date: ________________________
R.X.N.B. Inc.	AJOA Holdings, LLC
By: _________________________	By: ________________________
Its: _________________________	Its: ________________________
Date: _________________________	Date: ________________________

Organic Growth International LLC	CEN Biotech Inc.
By: _________________________	By: ________________________
Its: _________________________	Its: ________________________
Date: _________________________	Date: ________________________

CANX USA LLC
By: _________________________
Its: _________________________
Date: _________________________

Exhibit 10.4

PROFIT SHARING AGREEMENT

This Profit Sharing Agreement (this “Agreement”) is entered into as of January , 2014 (“Effective Date”), by and among, on the one hand, Wise Phoenix LLC, a Nevada limited liability company (“WP”), AJOA Holdings, LLC, a Nevada limited liability company (“AJOA”) (WP and AJOA are also referred to as the “Sellers”), and Organic Growth International, a Nevada limited liability company (“Investor”), and, on the other hand CEN Biotech Inc. (“Company”).

BACKGROUND

A. The Company is a corporation company duly formed and validly existing under the laws and regulations of Canada.

B. Investor acquired interests in the Company representing in the aggregate 25% of the fully diluted equity of the Company outstanding on the date hereof (the “Interests”).

C. The Sellers of the Interests control the Company and agreed, as part of the Interest Purchase Agreement, to vest Investor with profit sharing rights described below.

D. The Company and Sellers wish to memorialize the profit sharing agreement between them and Investor, pursuant to the terms and conditions of this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	Schedule of Definitions.

(i)

Payment(s), except for bona fide documented refunds where Payments have been returned to buyer, shall mean: the total gross payments (including cash, property, consideration of any kind and nature, value-in-kind, trades, traded goods, promotional funds and/or services valued at fair market value), without setoff or deduction paid directly or indirectly to the Company, its agents, representatives, affiliates, and related parties.

(ii)

Term shall mean from the Effective Date of this Agreement until cessation of the Company by whatever means, excluding however, any transaction (e.g. merger, acquisition, change of control or restructuring of the Company, whereby the Company’s business or revenue generating activities is assumed and continues under control of a different person or entity, and in such case, this Agreement shall be effective and binding against such person(s) or entity(s) (“Third Parties”), which Company shall disclose this Agreement and the Third Parties shall have assumed the obligations of the Company set forth in this Agreement.

Profit Sharing Interests to Investor. Pro rata with other persons or entities owning profit sharing rights, if any, the Investor shall be paid seven point seven percent (7.7%) of all Payments (“Investor Profits”). In the event that there is a distribution of profits to any person or entity owning profit sharing rights, then Investor shall have the right to participate and investor shall not be subordinated to any other person or entity owning profit sharing rights. Sellers agree to guarantee the payment of the Investor Profits and the performance of Company and its successors and Third Parties in assuring the distribution of the Investor Profits.

Payment Profit Sharing Interests. The Company agrees to pay Investor the Investor Profits commencing on the Effective Date and continuing thereafter for the Term, in consecutive quarterly payments, which will be paid in arrears, within ten (10) days following the end of the previous quarterly. Upon the Company achieving a cumulative manufacturing and sales volume of 1 million pounds of cannabis, then the Company shall immediately distribute $200 million divided as $50 million to each of the Sellers and $100 million to the Investor.

Books and Records. The Company agrees that it shall keep accurate and complete records and books of account concerning all transactions relating to this Agreement (including, without limitation, all documentation related to Payments and/or the calculation of Royalty. The Investor, or its representatives, shall have the right at all reasonable times to inspect and to make copies of the books and records of the other party insofar as such books and records shall relate to the computation of amounts to be paid to Investor.

Successors and Assignment. Neither this Agreement nor the rights, interests or other obligations accruing under this Agreement may be assigned or transferred, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the Investor, who may assign all of its rights and obligations under this Agreement to its designee, transferee or affiliate.

6.	Binding. This Agreement shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of Investor, Seller and the Company.

10.

11.

12.

13.

14.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this Profit Sharing Agreement.

GrowLife Inc,	Wise Phoenix LLC


By: _________________________	By: ________________________

Its: _________________________	Its: ________________________

Date: _________________________	Date: ________________________

R.X.N.B. Inc.	AJOA Holdings, LLC

By: _________________________	By: ________________________

Its: _________________________	Its: ________________________

Date: _________________________	Date: ________________________

Organic Growth International LLC	CEN Biotech Inc.

By: _________________________	By: ________________________

Its: _________________________	Its: ________________________

Date: _________________________	Date: ________________________


CANX USA LLC

By: _________________________

Its: _________________________

Date: _________________________

Exhibit 10.5

INTEREST PURCHASE AGREEMENT

This Interest Purchase Agreement (this “Agreement”) is entered into as of January 24, 2014 (“Effective Date”), by and among, on the one hand, Wise Phoenix LLC, a Nevada limited liability company, and AJOA Holdings, LLC, a Nevada limited liability company, (Wise Phoenix LLC and AJOA Holdings LLC are collectively referred to as “Sellers”), R.X.N.B. Inc., a Nevada corporation (the “Company”), and on the other hand, Organic Growth International, a Nevada limited liability company (“Investor”). Capitalized terms used in this Agreement but not defined in this Agreement shall have the meaning assigned in the Shareholder Agreement (as defined below).

BACKGROUND

A. The Company is a corporation company duly formed and validly existing under the laws and regulations of the State of Nevada.

C. The Sellers own in the aggregate no less than 100% of the fully diluted equity of the Company outstanding on the date hereof. Sellers wish to sell to Investor in the aggregate no less than 40% of the fully diluted equity of the Company outstanding on the date hereof (the “Interests”), which when transferred to Investor at Closing would reduce each of the Sellers’ equity to no less than 30% each (a total of 60%) of the fully diluted equity of the Company outstanding on the date hereof.

D. The Sellers, Company and Investor wish to enter into a Shareholder Agreement in the form of Exhibit A, a Master Equipment, Procurement and Services Agreement in the form of Exhibit B hereto (the “Equipment Agreement”), an Information Rights Agreement in the form of Exhibit C hereto, a Profit Sharing Rights Agreement in the form of Exhibit D, Schedule 5.6, 5.14, and 5.16(a) hereto (the aforementioned and together with this Agreement and specified required documents for the Closing (which cannot be waived and are the responsibility of Sellers to deliver), are collectively referred to as the “Transaction Documents”).

Subscription for the Interests. Investor hereby agrees to subscribe for the Interests in accordance with but subject to the terms and provisions set forth herein. Investor understands that (i) it is subscribing for the Interests of the Company and (ii) the terms and conditions of the Interests shall be as described in the Shareholder Agreement.

Payment for the Interests. Subject to the terms and provisions set forth herein, Investor hereby agrees to tender to Sellers, as the purchase price for the Interests, paid for in the form of Growlife Inc. (OTBB: PHOT) (“Growlife”) common stock, at a per share price of $.17 per share, equaling the amount of Forty Five Million United States Dollars (US$45,000,000) (“Payment Shares” or “Purchase Price”). The Payment Shares is subject to the Issuance Conditions (as hereinafter defined 7.1.ii.3) Notwithstanding the foregoing, the Purchase Price shall be no less than Eighteen Million Dollars ($18,000,000) for the aggregate period lesser of nine (9) months from the Effective Date, or the aggregate of any or all Payment Share liquidation events by Seller (“Minimum Payment Share Value”). The Payment Shares will be registered by the Investor at its sole cost and expense. The Company shall utilize its best efforts to effect the registration of the Payment Shares as quickly as possible under applicable state and federal securities laws. Certain individuals of the principals shall provide consulting services to Growlife and Growlife shall have the obligation to issue S8 registered shares, upon acceptance of the terms by those certain individuals named by Wise Phoenix LLC and AJOA Holdings, LLC. The Closing shall take place at the offices of Growlife, located at 20301 Ventura Blvd. Suite 126 Woodland Hills, Ca. 91364, Los Angeles, California, or at such other time and place as the Company and Investor agree. The Investor shall have the right to rescind the Closing if the documentation deliverables and attachments, as specified and required by this Agreement, from Sellers and Company, have not been delivered to Investor within sixty (60) business days after the date hereof.

3.	Affirmative Covenants.

3.4 Security Interest. Company shall grant Investor a first priority security interest in all of the assets of the Company excluding personal property and customer (sales) inventory to be sold in the normal course, which shall secure the obligations of the Company hereunder and shall remain in effect until Company has distributed the Purchase Price.

4.	Representations and Warranties of Investor. Investor represents and warrants to the Company, as of the date hereof:

4.1 Organization and Authority. Investor is a limited liability company, duly organized, validly existing and in good standing under the laws of Nevada. Investor has all requisite power and authority to execute and deliver the Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of the Transaction Documents has been duly and validly executed and delivered by Investor and are legal, valid and binding obligations of Investor enforceable against it in accordance with their respective terms except as limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent transfer and other similar laws affecting creditors’ rights generally and (B) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

4.2 Securities Law Restrictions. Investor understands that the shares representing the Interests have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), any securities or blue sky laws of any state in the United States or any other securities laws and, therefore, cannot be resold or otherwise transferred unless they are registered under the Securities Act and applicable state securities or blue sky laws or other securities laws or unless an exemption from such registration requirements is available.

4.3 Risks of Investment. Investor has reviewed and understands the risks of, and other considerations relating to, the Company, the Interests and the transactions contemplated by the Transaction Documents. Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of an investment in the Company, the Interests and the transactions contemplated by the Transaction Documents and of making an informed investment decision, and Investor is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.

4.4 Investment Purposes. The Interests being subscribed for are for Investor’s own account, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein.

4.5 Accredited Investor Status or Other Exemption. Investor is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act. Investor understands that the Company is relying upon Investor’s representations and warranties to determine the application of the exemption from registration of the offering of the Interests under Regulation D and/or Section 4(1) of the Securities Act as well as the securities or blue sky laws of any applicable state in the United States.

4.6 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Investor.

5.	Representations and Warranties of the Sellers and Company. The Sellers and Company represents and warrants to, and agrees with Investor as follows on and as of the date hereof:

5.1 Organization and Qualification; Subsidiaries. The Sellers and Company are duly organized, validly existing and in good standing under the laws of the State of which they are incorporated as of the Effective Date and has all requisite corporate power and authority to carry on its business as currently conducted. The Sellers and Company are duly qualified to transact business and is in good standing in each jurisdiction in which it owns property or carries on its business or is required by law to be so qualified or in good standing. The Sellers and Company have wholly owned subsidiaries, which have consented to the Transaction Documents. The Sellers and Company are each participants in joint ventures, partnerships or similar arrangements and have secured all necessary consents and authorizations to lawfully enter into the Transaction Documents.

5.2 Certificate of Formation and Shareholder Agreement. The Sellers and Company have furnished Investor a complete and correct copy of their respective Certificates of Formation (the “Certificate of Formation”) certified by the Secretary of State of the State of which they are incorporated and any other organizational documents of the Sellers and Company (the “Organizational Documents”) and no other Organizational Documents are applicable to or binding upon the Sellers and Company. The Organizational Documents are in full force and effect as of the Closing.

5.3 Capitalization. The authorized ownership or membership interests of the Sellers and Company under the Shareholder Agreement consist solely of Interests owned by the named individuals therein, all of which are uncertificated, representing prior to the date hereof 100% of the outstanding equity interest of the Sellers and Company (the “Existing Interests”). Except for the Interests to be issued to Investor pursuant to this Agreement, there are no outstanding options, warrants, agreements or other rights to purchase or otherwise acquire any Existing Interests in the Sellers and Company. All of the outstanding Existing Interests are and the Interests to be issued to Investor will be, when fully paid for in accordance herewith, duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive or similar rights created by law or the Organizational Documents except as set forth therein, or any other agreement or document to which the Sellers and Company are a party or by which it is bound. Except for the outstanding Existing Interests, there are no equity securities, membership interests or similar ownership interests of any class of any Sellers and Company equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, membership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in this Agreement, the other Transaction Documents and the Shareholder Agreement, there are no subscriptions, options, warrants, equity securities, membership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character (contingent or otherwise) to which the Sellers and Company are a party or by which they are bound obligating the Sellers and Company to (i) issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any membership interests or similar ownership interests of the Sellers and Company; (ii) grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement; or (iii) provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any entity.

5.4 Authority Relative to the Transaction Documents. The Sellers and Company have all requisite power and authority to execute and deliver the Transaction Documents to which it is party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by the Sellers and Company and the consummation by the Sellers and Company of the transactions contemplated thereby have been duly and validly authorized by all necessary action on the part of the Sellers and Company, and no other proceedings are necessary to authorize the Transaction Documents as to the Sellers and Company or to consummate the transactions contemplated thereby. Each of the Transaction Documents has been duly and validly executed and delivered by the Sellers and Company and are legal, valid and binding obligations of the Sellers and Company, enforceable against it in accordance with their respective terms except as limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent transfer and other similar laws affecting creditors’ rights generally and (B) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

5.5 Business of the Sellers and Company; Books and Records; Liabilities.

(i) Since its formation, the Sellers and Company have not engaged in, or attempted to engage in, any other business activities other than the Business (as hereinafter defined).

(ii) The Sellers and Company do not keep books and records with respect to its Business other than those books and records regarding corporate documentation, revenues, profits, taxes and liabilities, which are to be delivered to Investor prior to, or sixty (60) after the Closing and which review and approval by Investor are a pre-condition to the Closing and payment of the Purchase Price, for which a signed receipt by a certified representative of Sellers, Company and Investor, verifying that the books and records have been delivered, all of which cannot be waived. To the knowledge of the Sellers and Company, the Sellers and Company do not have any material liabilities (absolute, accrued, contingent or otherwise) other than those liabilities contemplated by the Sellers and Company’s books and records or otherwise incurred in the normal course of business.

(iii) The Sellers and Company are in the business of inventing, formulating, growing, manufacturing, tracing, dispensing, distributing, selling pharmaceuticals, supplements and other health products, and other agricultural products, and as its relates to the foregoing, communications, technology and applications of various kinds and nature without limitation (“Business”). The Business also includes real property, intellectual property and proprietary property.

(iv) All of the assets utilized in the Business are free and clear of all liens and encumbrances, unless expressly disclosed in the financial statements.

5.6 Interested Party Transactions. Schedule 5.6 sets forth all agreements, arrangements and understandings under which the Sellers and Company are indebted or owes obligations in excess of $500,000 in the aggregate to any of its respective members, managers, officers, employees, agents or Affiliates (except for amounts due in the ordinary course of business with respect to disclosed employment arrangements including salaries and bonuses and reimbursement of ordinary expenses).

5.7 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Sellers and Company.

5.8 Compliance with Other Instruments. Neither the execution, delivery or performance of the Transaction Documents by the Sellers and Company nor the compliance with its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby or thereby, nor the issuance, sale or delivery of the Interests in accordance herewith will:

(i) violate or constitute a default under any provision of the Certificate of Formation or any other agreement of any kind and nature of the Sellers and Company;

(ii) to the knowledge of the Sellers and Company, violate or constitute a default under any judgment, order, writ or decree applicable to the Sellers and Company;

(iii) to the knowledge of the Sellers and Company, permit or cause the acceleration of the maturity of any obligation of the Sellers and Company;

(iv) to the knowledge of the Sellers and Company, materially violate or be in material conflict with, constitute a default under, result in any fees or payments (including any break fees, termination payments or expense reimbursements) by the Sellers and Company under, or result in the modification, acceleration or termination of any Material Contracts (as defined below) entered into with third parties by the Sellers and Company related to the Business; or

(v) to the knowledge of the Sellers and Company, materially violate or be in material conflict with, constitute a default under, permit the termination of any contract or result in the creation or imposition of any lien, mortgage, deed of trust, pledge or other encumbrance created by the Sellers and Company (collectively, “Encumbrances”) upon any property of the Sellers and Company under any mortgage, indenture, loan agreement, note or any other agreement to which the Sellers and Company are a party or by which the Sellers and Company may be bound.

5.9 Governmental Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity (as defined below) in the United States on the part of the Sellers and Company (collectively, “Consents”) are required in connection with the execution and delivery of the Transaction Documents, or the offer, sale or issuance of the Interests, or the consummation of the other transactions contemplated thereby, except for the filings under applicable United States federal and state securities or blue sky laws and other routine filings.

5.10 Compliance with Laws. To the knowledge of the Sellers and Company, the Sellers and Company have complied with and is not in violation of any applicable United States, Canadian, or state or province laws laws (the “Applicable Laws”) except as would not have a material adverse effect on the Business.

5.11 Litigation. There is no action, suit, proceeding, arbitration, complaint or investigation pending, or, to the Sellers and Company’s knowledge, threatened (including cease and desist letters or invitations to take a patent license) (a) against the Sellers and Company, (b) against or affecting any director, officer, employee, agent or representative of the Sellers and Company directly or indirectly relating to the Sellers and Company, or (c) that relate to any of the Transaction Documents or any of the transactions contemplated by any of the Transaction Documents. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or, to the Sellers and Company’s knowledge, threatened in writing involving the prior employment of any of the Sellers and Company’s employees or their services provided in connection with the Sellers and Company.

5.12 Offering. Based in part in reliance on Investor’s representations and warranties in Section 4 hereof, the Sellers and Company have not, either directly or through any agent, offered any Interests to or solicited any offers to acquire any Interests from any natural person, corporation, partnership, limited liability company, association, joint venture, business trust, joint stock company, trust estate, unincorporated association or other entity of whatsoever nature (a “Person”) in such a manner as to require the offer or sale of the Interests to be registered pursuant to the provisions of Section 5 of the Securities Act or the securities or blue sky laws of any applicable state in the United States. Neither the Sellers and Company nor anyone acting on its behalf will take any action that it believes would cause any such registration to be required (including, without limitation, any offer, issuance or sale of any security of the Sellers and Company under circumstances that might require the integration of such security with the Interests under the Securities Act which might subject the offering, issuance or sale of the Interests to the registration provisions of the Securities Act). Assuming the truth and accuracy of the Investors’ representation and warranties in Section 4 hereof, the issuance of the Interests is exempt from registration under the Securities Act.

5.13 Insurance. As a pre-condition to the Closing, which cannot be waived, the Sellers and Company have made available to Investor copies of all policies of insurance relating to the Sellers and Company and any notices received by the Sellers and Company with respect to (i) any claim pending under any insurance policies, (ii) any coverage question, or coverage denial or coverage dispute by the underwriters of such policies or bonds, (iii) all premiums due and payable under all such policies, or (iv) any allegation that the Sellers and Company are not in material compliance with the terms of such policies.

5.14 Risks of Investment. Sellers and Company each have reviewed and understands the risks of, and other considerations relating to, the Company, the Purchase Price and the transactions contemplated by the Transaction Documents. Sellers and Company each have such knowledge and experience in financial and business matters that Sellers and Company are each capable of evaluating the merits and risks of an investment in the Purchase Price and the transactions contemplated by the Transaction Documents and of making an informed investment decision, and Sellers and Company are each able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.

5.15 Investment Purposes. The Purchase Price being subscribed for are for Sellers and Company’s own account, for investment only and not with a view to, or with any intention of, a distribution thereof, in whole or in part, or the grant of any participation therein.

5.16 Accredited Investor Status or Other Exemption. Sellers and Company are each an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act. Investor understands that the Company is relying upon Investor’s representations and warranties to determine the application of the exemption from registration of the offering of the Interests under Regulation D and/or Section 4(1) of the Securities Act as well as the securities or blue sky laws of any applicable state in the United States.

5.17 Intellectual Property.

(a) Sellers have transferred, assigned and delivered to the Company (and Sellers have retained nothing and delivered everything) all patents, trademarks, domain names, copyrights and other registered or applied for intellectual property owned, licensed to or otherwise used (prior to the Effective Date by the Sellers, directly or indirectly) by Company for the Business, all of which are identified in Schedule 5.14 attached hereto. To the knowledge of the Sellers and Company, all such listed intellectual property is valid and in full force and effect and is owned by, is licensed to, or an application with respect thereto has been filed by or on behalf of the Company. None of the intellectual property owned by the Company is being contested, or challenged by any person, and to the knowledge of the Company, the conduct of the Business as currently conducted does not infringe, misappropriate or violate in any material respect the intellectual property rights of any Person. The Sellers and Company have not received any written notice alleging that the Sellers and Company have violated or, by conducting its Business as currently conducted, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person, which violation would have a material adverse effect on the Business.

5.18 Tax.

5.19 Material Contracts. (a) Except as set forth in Schedule 5.16(a) and the Transaction Documents, the Company is not a party to, bound by or subject to any agreement, arrangement or understanding (whether written or oral) that (i) would be a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K if the Company had securities registered under the Securities Exchange Act of 1934, as amended, (ii) purports to limit in any material respect either the type of business in which the Company may engage or the manner or locations in which it may so engage in any business, (iii) relates to the incurrence of indebtedness, endorsement or guarantee of the obligations of a third party in principal amount of $1,000,000 or more, or (iv) refers to any material license of any patent, copyright, trademark or other similar proprietary right to or from the Company (each, a “Material Contract”).

(b) (i) Each Material Contract to which the Sellers and Company (all of which are the property of the Company) is a party is valid and binding on the Sellers and Company, as the case may be, and in full force and effect (other than due to the ordinary expiration of the term thereof), and, to the knowledge of the Sellers and Company, is valid and binding on the other parties thereto, (ii) the Sellers and Company have performed all obligations required to be performed by it to date under each such Material Contract, and (iii) the Sellers and Company are not in default under any Material Contracts to which it is a party, by which it or its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and to the Sellers and Company’s knowledge there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, except in each case as would not have a material adverse effect on the Company.

5.20 Financial Statements. The Sellers and Company have delivered to the Investor its unaudited or audited, as the case may be, financial statements for the fiscal years of 2011, 2012 and 2013 (interim financial statements for 2013), (consisting of a balance sheet, income statement and statement of cash flows) (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles other than as to any year-end adjustments and notes thereto. Subject to the foregoing, the Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein.

6.	[Reserved]

7.	Closing Deliveries.

7.1 Deliveries of Investor. At the Closing, Investor shall deliver, or shall cause to be delivered, to the Sellers, or at the Sellers direction the following:

(i) The Transaction Documents duly executed by Investor;

(ii) The Purchase Price is subject to the Issuance Condition as follows:

7.1.ii.1 One Hundred Thirty Two Million Three Hundred Fifty Two Thousand Nine Hundred Eleven (132,352,941) of the Payment Shares (equivalent to ½ of the U.S. $45,000,000 Purchase Price) to be paid to Wise Phoenix; and

7.1.ii.2 One Hundred Thirty Two Million Three Hundred Fifty Two Thousand Nine Hundred Eleven (132,352,941) of the Payment Shares (equivalent to ½ of the U.S. $45,000,000 Purchase Price) to be paid to AJOA.

7.1.ii.3 Issuance Condition. The payment of Payment Shares are subject to all of the documentary deliverable requirements of Seller and Company contained under this Agreement, and later rescission in the event of a breach of, or inaccuracy in, any representation or warranty made by the Seller or Company in this Agreement, or the BioTech Interest Purchase Agreement. Upon Investor’s receipt of documentary evidence, satisfactory to Investor, of each of the deliverables, the Payment Shares will be registered pursuant to this Agreement (the “Issuance Condition”) and then Growlife to issue the Wise Phoenix Shares and the AJOA Shares.

7.2 Deliveries of the Sellers and Company. At the Closing, the Company shall deliver, or shall cause to be delivered, to Investor and other applicable parties the following:

(i) The Interests (“40% Shares of RXNB Inc.”), provided that the Interests will be vested immediately upon the Effective Date without receiving the Interests certificates, and the physical certificates will be issued within 5 days from the Effective Date;

(ii) Any prerequisite documentary, technology, property, security or any other deliverables specified in this Agreement that are a condition to Closing (or that may be delivered within 60 days after) and cannot be waived; and

(iii) The Transaction Documents, Schedules and Exhibits, duly executed by the Sellers and Company and any other required parties; and

(iv) A certificate of legal existence and corporate good standing in respect of the Sellers and Company and issued by the office of the Secretary of State of the State they are incorporated.

8.	Indemnification.

8.1 Indemnification by the Sellers and Company. Subject to the limitations set forth in Section 8.2, the Sellers and Company shall indemnify, defend and hold harmless Investor and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Investor Indemnified Parties”) promptly upon demand at any time and from time to time, from and against any and all liabilities, out-of-pocket losses, damages, claims, suits, actions or causes of action, assessments, fines, costs and expenses, interest, awards, settlements, judgments and penalties actually suffered or incurred (each, a “Loss”) to any Investor Indemnified Party arising out of or resulting from: (i) the breach of, or inaccuracy in, any representation or warranty made by the Company in this Agreement and (ii) the successful enforcement of the indemnification obligation contained in this Section 8.1. For purposes of calculating the amount of any Losses subject to indemnification pursuant to this Section 8 and for determining if any breach of this Agreement has occurred, all references to materiality, material adverse effect and similar terms shall be disregarded.

8.2 Further Provisions Regarding Indemnification.

(i) Survival. All representations, warranties, covenants and agreements made by the Sellers and Company or by Investor in this Agreement shall survive shall survive indefinitely.

(ii) Limitations. Notwithstanding the foregoing, (A) the indemnification in Section 8.1 shall be a remedy of the Investor Indemnified Parties with respect to claims for Losses; (B) the indemnification provided for in Section 8.1 shall not be required unless and until the total amount of Losses exceeds $50,000, in which event the Investor Indemnified Party or Parties will be entitled to indemnification for the total amounts of their Losses above such amount; provided, however, that the deductible set forth in this clause (B) shall not apply with respect to Losses arising from or related to the Fundamental Representations or the Statutory Representation; and (D) the Sellers and Company shall only be liable for indemnification for Losses under this Section 8.2 to an aggregate maximum equal to the Purchase Price.

(iii) Third Party Claims. The Sellers or Company shall have the right to assume and control the defense of such actions, suits, claims and proceedings for which indemnification is sought pursuant to this Section 8.2. The Company shall not, without the prior written consent of the Investor Indemnified Party which will not be unreasonably withheld, delayed or conditioned, (A) settle or compromise any claim or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Investor Indemnified Party of a written release from all liability in respect of such claim or proceeding or (B) settle or compromise any action, suit, claim or proceeding in any manner that materially and adversely affects the Investor Indemnified Party other than as a result of money damages or other monetary payments that are indemnified hereunder. The Investor Indemnified Parties shall not settle or compromise any action, suit, claim or proceeding without the written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned.

(iv) Participation in Defense. The Investor Indemnified Party may in any event participate in any defense with its own counsel and at the reasonable expense of the Company, and the Investor Indemnified Party shall be kept reasonably informed by the Sellers and Company of such action, suit, claim or proceeding at all stages thereof, whether or not it is represented by counsel. Notwithstanding the foregoing, if (A) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of counsel for the Investor Indemnified Party for the same counsel to represent both the Investor Indemnified Party and the Company, (B) such claim or proceeding does not solely seek monetary relief, or (C) the Company does not conduct the defense of such action, suit, claim or proceeding actively and diligently, then the Investor Indemnified Party shall be entitled to retain its own counsel, at the expense of the Company with respect thereto.

(v) Information and Assistance. Except as limited by applicable privilege issues, the Sellers, Company and the indemnified party shall make available to each other Party and its attorneys and accountants all witnesses, books, records materials, and information in the Company’s possession or under its control relating to any action, suit, claim or proceeding described in Section 8.2(iii), and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit, claim or proceeding.

9.	[Reserved]

10.

Legends

10.1 Restrictive Securities Act Legend. Any certificates representing Interests shall bear a legend in substantially the following form, in addition to any other legends required by law or contract:

10.2 Termination of Restrictions. The legends required by this Section 10 shall be removed by the Company upon reasonable request without charge as to any particular Interests (i) when, in the opinion of counsel reasonably acceptable to the Management Committee of the Company, such restrictions are no longer required in order to assure compliance with the Securities Act and all applicable state or other securities or blue sky laws or (ii) when such Interests shall have been registered under the Securities Act or transferred pursuant to Rule 144 promulgated thereunder.

11.

12.	Binding. This Agreement shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of Investor, Sellers and the Company.

13.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, United States, but without giving effect to any conflict of law provision or rule that would cause the application of the substantive laws of any other jurisdiction. Each of the parties hereto irrevocably and unconditionally submits for itself to the exclusive jurisdiction (and waives any objection to the venue) of any United States federal court or state court sitting in the County of Clark, State of Nevada, United States, and any appellate court therefrom, in any suit, action arising out of relating to this Agreement and the transactions contemplated hereby.

14.

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Signatures to Follow on the Next Page

IN WITNESS WHEREOF, the undersigned has executed this RXNB Inc., Interest Purchase Agreement.

GrowLife Inc, Wise Phoenix LLC

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

R.X.N.B. Inc. AJOA Holdings, LLC

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

Organic Growth International LLC CEN Biotech Inc.

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

CANX USA LLC

By: _________________________

Its: _________________________

Date: _________________________

Exhibit 10.6

Shareholder Agreement

RXNB, INC.

(A Nevada corporation, the “Company”)

EFFECTIVE AS OF: January , 2014

The Stockholder Rights And Interests represented by this Shareholder Agreement have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The sale or other disposition of Stockholder Rights And Interests is restricted as stated in this Shareholder Agreement and, in any event, is prohibited unless the Company receives an opinion of counsel satisfactory to the Company and its counsel that such sale or other disposition can be made without registration under the Securities Act of 1933, as amended, and any applicable state securities acts and laws in either the United States or Canada. By acquiring any Stockholder Rights and Interests represented by this Shareholder Agreement, each Shareholder represents that such Shareholder will not sell or otherwise dispose of such Shareholder’s Rights or Interests without registration or other compliance with the aforesaid acts and the rules and regulations issued thereunder.

SHAREHOLDER AGREEMENT

RXNB Inc.

THIS SHAREHOLDER AGREEMENT is made effective as of the day of January 2014, by the named Shareholders as hereinafter set forth. Full compliance with corporate formalities and resolutions, minutes, and validly issued share certificates will be effectuated as soon as practicable, and no later than January 31, 2014, by the Company.

1.	Formation of Corporation. The Shareholders have formed a Nevada Corporation pursuant to the provisions of the laws of the United States and Nevada and under any applicable regulations of any state it is licensed to di business.

2.	Name of Company. The name of the Company is, and shall be: RXNB INC. (the “Company”).

4.	Principal Place of Business. The location of the principal place of business is, and shall be: _______________________________, but the Members may move the same to any other location within the State of _________________ (U.S.A.).

5.	Registered Agent. The name and street address of the agent for service of process is: __________________________________________________________.

6.	Term. The Company shall continue until perpetually, unless sooner terminated hereunder or by operation of law.

7.	Ownership Interest. The percentages of ownership interest of the Shareholders are as follows:

· AJOA Holdings, LLC 30%

· Wise Phoenix LLC 30%

· Organic Growth International LLC 40%

100%

8.	Appointment the Board of Directors. Wise Phoenix LLC (“WISE”), AJOA Holdings LLC (“AJOA”) and CANX LLC or its assignees or designees (“CANX”) shall each shall have the right to elect one (1) person to sit as a director on the Company Board of Directors.

Voting; Written Consent. Any action, decision, consent or approval that can be taken, made or given (or not taken, made or given) by any Board of Directors may be authorized only with the affirmative consent of at least one (1) WISE Director, one (1) AJOA Director and one (1) CANX Director. Any such consent or approval may be taken at a meeting or without a meeting by consent in writing of such persons, which written consent shall set forth the actions to be so taken, except that no such additional consent or approval of any Board of Director, as applicable, shall be required where such Board of Director or its affiliate is the party on the other side of the transaction and has a material conflict with the Company.

10.

11.

12.

Annual Budget. The Board of Directors, on an annual basis, shall unanimously approve an twelve (12) month operating, revenues, profits, CAPEX and investment budget for the Company (and any material deviation therefrom) at least ninety (90) days prior to the end of each annual period (“Annual Budget”). Within thirty (30) days following the execution of this Shareholders Agreement, an Annual Budget shall be established for year 2014.

13.	Board of Director Approval Rights. The following actions shall require the affirmative vote of each member of the Board of Directors:

i.	Entering into material agreements, arrangements or understandings with respect to one transaction or a series of transactions with expected liabilities in excess of one million dollars ($1,000,000), that are outside the then approved Annual Budget;

ii.

iii.	Paying any discretionary bonus to any officer or employee to the extent not included in the then-current Annual Budget or not required under any agreement or employee benefit plan previously committed to by the Company and included in the Annual Budget;

iv.	Incurring indebtedness for borrowed money, or assuming, guaranteeing or endorsing any obligations in excess of five hundred thousand dollars ($500,000) in one transaction or a series of related transactions other than matters within the business plan or then-current Annual Budget;

v.	Authorizing, adopting or amending any employee profit sharing, interest-based or other equity option plan not provided for under then-current Annual Budget;

vi.	Directly or indirectly engaging in a material acquisition or disposition of assets outside the ordinary course of business, including a merger, consolidation or sale of assets or not provided for under then-current Annual Budget;

vii.	Commencement of any activity that contemplates a change of control of the Company; or

viii.

Commencement of an initial public offering with respect to any interests or filing of a shelf registration statement; or

ix.	Commencement of any voluntary dissolution, insolvency, winding up, bankruptcy, liquidation or similar proceedings; or

x.	Undertaking any change in form.

xi.

xii.	Amend or change in any respect the equity capital structure of the in a manner that materially adversely and disproportionately affects any of the parties, in relation to other persons or entities holding the same class of interests;

xiii.

xiv.

xv.	Engage in any material new line of business outside the ordinary course or not provided for under the then-current Annual Budget;

xvi.	Enter into any material agreement, arrangement or understanding in excess of one million dollars ($1,000,000) with any affiliate or with respect to any related party transaction not provided for under the then-current Annual Budget;;

xvii.

xviii.

14.

15.

16.	Limitation on Liability for Losses Chargeable to Shareholders. No Shareholder shall personally be liable for, and will be indemnified by the Company against any of the losses of the Company.

17.

Distribution of Profits. The earnings of the Company shall be distributed annually, except that earnings may be retained by the Company as required herein below pursuant to the Company approved Annual Budget. The Board of Directors shall decide when and in what amounts earnings should be retained by the Company.

18.

19.

20.

21.

22.	Sale of Assets. In the event that Company assets or rights are sold under the authority of the Officers, the gain or loss recognized thereon shall be distributed in accordance with the Shareholders’ respective ownership interests.

23.	Company Accounting.

24.

25.	Title to Property. Title to and ownership of all the assets of the Company shall at all times be vested in and stand in the name of the Company.

26.

27.

i. The Board of Directors unanimously elect to dissolve the Company or sell the Company assets;

ii. The Board of Directors has affirmatively elected not to extend the expiration of term of the Company.

Any cash remaining after all Company assets have been sold shall be paid out and distributed in the following order of priority:

(1) To the payment of creditors of the Company, in the order of priority as provided by law, except those liabilities to Shareholders on account of their capital contributions.

(2) To the Shareholders of the Company in respect of their contributions to capital.

(3) To the Shareholders in respect of their shares of the profits and other compensation by way of income on their contributions.

ANY PROPERTY DISTRIBUTION IN KIND AS A RESULT OF A LIQUIDATION SHALL BE VALUED AND TREATED AS THOUGH THE PROPERTY WERE SOLD AND CASH PROCEEDS DISTRIBUTED.

21. Miscellaneous Provisions.

(c) Binding Agreement. This Agreement shall be binding upon the parties hereto, their successors, heirs, devisees, assigns, legal representatives, executors and administrators.

IN WITNESS WHEREOF, the undersigned have executed this Shareholders Agreement.

RXNB INC.

_____________________________

BY: SAM ALAWIEH

ITS: PRESIDENT

MEMBERS:

_____________________________

BY: BAHIGE CHABAAN

ITS: VICE PRESIDENT

AJOA HOLDINGS, LLC

_____________________________

BY: BAHIGE CHABAAN

ITS: PRESIDENT

WISE PHOENIX LLC

MEMBERS:

BY:_____________________________

SAM ALAWIEH

ITS: PRESIDENT

ORGANIC GROWTH INTERNATIONAL, LLC (freely assignable to its designee(s))

_______________________________

By:_____________________________

Its: MANAGER

GROWLIFE, INC. (PHOT)

_____________________________

By: STERLING SCOTT

Its: CEO

ORGANIC GROWTH INTERNATIONAL, LLC

MEMBER

_____________________________

By: STERLING SCOTT, MEMBER

Exhibit 10.7

MASTER EQUIPMENT,

PROCUREMENT AND SERVICES AGREEMENT

This Master Equipment, Procurement and Services Agreement (the “MEPS Agreement”) is entered into as of January 24, 2014, by and among R.X.N.B. Inc., a Nevada corporation (“Company”), and Organic Growth International, LLC, a Nevada limited liability company (“Investor”) (collectively the “Parties”).

WHEREAS, the Sellers (as defined in the Interest Purchase Agreement) and Company agreed, as part of the Interest Purchase Agreement, to enter into this MEPS Agreement and elect to use Investor as its primary supplier for equipment, general supplies, consumables and services associated with the production, growth, harvesting and sale of legal cannabis, with the purpose of supplying the Canadian public with pharmaceutical-grade medical cannabis under Canadian laws and regulations;

WHEREAS, Investor is a joint venture company, co-owned with GrowLife, Inc. (OTCBB: PHOT), with a wide range of products and expertise in hydroponics and other controlled environmental and growing systems; and

WHEREAS, the Parties intend the following terms to have the following meanings in order to define their undertakings pursuant to this MEPS Agreement:

a. "Equipment" means all infrastructure required to build and maintain a fully-licensed and compliant marijuana growing facility;

b. “Procurement” means any the sourcing and purchasing of equipment and services of all types and kinds including where necessary securing licenses and approvals for import and export and the myriad of administrative functions associated with sourcing and purchasing; and

c. “Services” means a wide range of consulting and advisory information provided directly or indirectly including (1) facility design, operation and equipment selections, (2) marketing and sales, (3) branding and (4) compliance with existing and anticipated regulatory requirements;

WHEREAS, the Parties desire to put into place a MEPS Agreement that will facilitate the supply by OGI to Sellers and Company of a broad range of equipment, procurement and services for successful implementation of the mission of them to produce and supply medical marijuana under U.S. and Canadian law and regulations, inclusive of such importation and exportation of medical marijuana as may be allowed;

NOW THEREFORE, the Parties agree as follows:

A. OGI agrees to extend its best efforts to provide timely and competitively priced Equipment, Procurement and Services requirements at all times consistent with the requirements of CEN Biotech.

B. Sellers and Company agrees to timely identify to OGI its requirements for Equipment, Procurement and Services to OGI in order to allow for an orderly process of obtaining quotes, processing purchase orders and fulfilling purchase orders and allowing for delivery.

C. The term of the agreement is for a term of 5 (“five”) years or as long as Investor or Growlife Inc., as he case may be, owns the Interests, whichever is longer.

D. The growing equipment needs of Sellers and Company shall generally be supplied by OGI affiliate GrowLife, Inc. over the term of the Agreement as long as specifications, price and quality are substantially equal, and to the extent not, Company shall provide specifications to Investor and allow Investor the opportunity to match same. In the event that Investor cannot match same, Company shall have the right to buy such product on the open market. Notwithstanding the foregoing, Company shall have the right to purchase specialty equipment and systems from its subsidiary Jade Medical and Agricultural Engineering.

E. It is further understood that OGI shall have the worldwide right to market and distribute all products sold or licensed by the Company or its affiliates, according to terms to be mutually agreed between the parties.

F. The Parties agreed on the following standardized terms to govern this MEPS Agreement in furtherance of the purposes above.

G. It is understood that pricing shall be competitive as compared to the open market.

2.	Binding. This Agreement shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of Investor and Company.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, but without giving effect to any conflict of law provision or rule that would cause the application of the substantive laws of any other jurisdiction. Each of the Parties hereto irrevocably and unconditionally submits for itself to the exclusive jurisdiction (and waives any objection to the venue) of any United States federal court or state court sitting in the County of Los Angeles, State of California, United States, and any appellate court there from, in any suit, action arising out of relating to this Agreement and the transactions contemplated hereby.

Entire Agreement; Modification; Waiver; Amendment. This MEPS Agreement constitutes the full and entire understanding of the parties hereto regarding the subject matter hereof and thereof and supersedes all prior or contemporaneous agreements, documents, understanding or arrangements regarding the subject matter hereof and thereof. Any amendment, modification or waiver of this Agreement or any provision hereof must be in writing executed by the parties hereto.

Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery, (ii) the next business day after the business day timely delivered to a recognized overnight courier or (iii) five (5) days after deposit in the mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified as set forth on the signature page hereof or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

7.	Expenses. Each Party shall be responsible for their own costs, fees and expenses incurred with the examination, review, negotiation, execution, delivery and performance of this Agreement and the agreements contemplated hereby and the transactions contemplated hereby and thereby.

Publicity; Press Releases. Each of the parties to this Agreement hereby agrees with the other party hereto that no press release or similar public announcement or communication shall be made or be caused to be made, prior to, or, as the case may be after the Closing concerning the execution or performance of this Agreement unless the other party shall have provided its prior written consent, not to be unreasonably withheld. Notwithstanding the foregoing, either party may make or cause to be made any press release or similar public announcement or communication as may be required to comply with the requirements of any Applicable Laws; provided, that, to the extent in the good faith judgment of such Party it is reasonably practicable to do so, such Party must (i) provide the other Party with an opportunity to review such Party’s intended communication and (ii) consider in good faith modifications to the intended communication that are requested by the other Party. To further the Parties’ intent to publicize the relationship, the Parties agree to only issue a mutually agreed upon press release announcing the relationship.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this MEPS Agreement.

GrowLife Inc, Wise Phoenix LLC

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

R.X.N.B. Inc. AJOA Holdings, LLC

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

Organic Growth International LLC CEN Biotech Inc.

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

CANX USA LLC

By: _________________________

Its: _________________________

Date: _________________________

Exhibit 10.8

PROFIT SHARING AGREEMENT

This Profit Sharing Agreement (this “Agreement”) is entered into as of January 24, 2014 (“Effective Date”), by and among, on the one hand, Wise Phoenix LLC, a Nevada limited liability company, and AJOA Holdings, LLC, a Nevada limited liability company, (Wise Phoenix LLC and AJOA Holdings, LLC are collectively referred to as “Sellers”), R.X.N.B. Inc., a Nevada corporation (the “Company”), and on the other hand, Organic Growth International, a Nevada limited liability company (“Investor”).

BACKGROUND

A. The Company is a corporation company duly formed and validly existing under the laws and regulations of the State of Nevada.

C. The Sellers (as defined in the Interest Purchase Agreement) collectively own in the aggregate no less than 100% of the fully diluted equity of the Company outstanding on the date hereof. Sellers wishes to sell to Investor in the aggregate no less than 40% of the fully diluted equity of the Company outstanding on the date hereof (the “Interests”), which when transferred to Investor at Closing would reduce each of the Sellers’ equity to no less than 30% each (a total of 60%) of the fully diluted equity of the Company outstanding on the date hereof.

D. The Sellers of the Interests control the Company and agreed, as part of the Interest Purchase Agreement, to vest Investor with profit sharing rights described below.

E. The Company and Sellers wish to memorialize the profit sharing agreement between them and Investor, pursuant to the terms and conditions of this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	Schedule of Definitions.

(i)

(ii)

Profit Sharing Interests to Investor. Pro rata with other persons or entities owning profit sharing rights, if any, the Investor shall be paid 40% of all Payments made to the Company pursuant to the Company’s 7% ownership of the gross licensing fees generated from the CEN BioTech license, but no more than a total of 2.8% of 100% will be paid to the Investor (“Investor Profits”). In the event that there is a distribution of profits to the Company from Cen BioTech, then Investor shall have the right to participate and Investor shall not be subordinated to any other person or entity owning profit sharing rights. Sellers agree to guarantee the payment of the Investor Profits and the performance of Company and its successors and Third Parties in assuring the distribution of the Investor Profits.

3.	Payment Profit Sharing Interests to Investor. The Company agrees to pay Investor the Investor Profits commencing on the Effective Date and continuing thereafter for the Term, in consecutive yearly payments, payable within 30 days after filing income tax for the previous calendar year.

Books and Records. The Company agrees that it shall keep accurate and complete records and books of account concerning all transactions relating to this Agreement (including, without limitation, all documentation related to Payments from CEN BioTech and/or the calculation of Royalty. The Investor, or its representatives, shall have the right at all reasonable times to inspect and to make copies of the books and records of the other party insofar as such books and records shall relate to the computation of amounts to be paid to Investor.

Successors and Assignment. Neither this Agreement nor the rights, interests or other obligations accruing under this Agreement may be assigned or transferred, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the Seller and Investor, who may assign all of its rights and obligations under this Agreement to its designee, transferee or affiliate.

6.	Binding. This Agreement shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of Investor, Sellers and the Company.

10.

11.

12.

13.

14.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this Profit Sharing Agreement.

GrowLife Inc, Wise Phoenix LLC

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

R.X.N.B. Inc. AJOA Holdings, LLC

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

Organic Growth International LLC CEN Biotech Inc.

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

CANX USA LLC

By: _________________________

Its: _________________________

Date: _________________________

Exhibit 10.9

SCHEDULE 5.14

Asset Overview

The Purchased Assets Of R.X.N.B.

Sellers warrant and represent to Investor that it shall receive the following (and future) assets, property, rights, equipment, shares and other tangibles and intangibles, as well as all rights flowing from the same, corresponding to a 40% interest in R.X.N.B., Inc. (as represented by the Interests) free and clear of all liens, claims, mortgages, and/or encumbrances of any kind or nature. In addition, all future investments, inventions, and intellectual property made by Sellers related, directly or indirectly to the Business and the below, is a corporate opportunity and property of R.X.N.B., Inc.

All rights and interests to both R.X.N.B., Inc. and the wholly-owned subsidiary and affiliate entities of R.X.N.B., Inc. including, but not limited to all licensing agreements and revenue streams such as the 5% intellectual property and trade secret licensing arrangement between R.X.N.B, Inc. and CEN Biotech, Inc., a Canadian corporation and a 2% software license arrangement between the R.X.N.B., Inc. subsidiary Tekdyne, Inc. and CEN Biotech, Inc.;

2.	All real property, equipment, and fixtures of R.X.N.B., Inc. and the wholly-owned subsidiary and affiliate entities of R.X.N.B., Inc. having an appraised value of approximately ten million ($10,000,000 million) dollars in U.S. funds as of January 17, 2014;

All rights and interests to both R.X.N.B., Inc. and the wholly-owned subsidiary and affiliate entities of R.X.N.B., Inc. in the nature of operating business units and going concerns including, but not limited to: (i) Vitamin manufacturing, sales, and distribution having an estimated value of approximately three and ½ million ($3,500,000) dollars in U.S. funds as of January 17, 2014; (ii) Analytical laboratory business unit having an estimated value of approximately one million ($1,000,000) dollars in U.S. funds as of January 17, 2014; and (iii) Pharmaceutical equipment having an estimated value of approximately two million ($2,000,000) dollars in U.S. funds as of January 17, 2014;

Any and all intellectual property rights, trade secrets, know-how, systems, inventions of any kind or nature held or known to to both R.X.N.B., Inc. and the wholly-owned subsidiary and affiliate entities of R.X.N.B., Inc. including, but not limited to, Software Intellectual Property, Diagnostic Intellectual Property, Drug Formulation Intellectual Property, Machinery/Equipment Design & Development Intellectual Property, all Utility Patents, Design Patents, and other Intellectual Property including all pending filings on a worldwide basis, Growing Equipment & Cultivation-Related Intellectual Property; and

5.	Any and all other rights, property and/or assets – tangible or intangible – of to both R.X.N.B., Inc. and the wholly-owned subsidiary and affiliate entities of R.X.N.B., Inc. – free and clear of any and liens or claims.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the undersigned confirms Schedule 5.14 of the RXNB Inc. Interest Purchase Agreement.

GrowLife Inc, Wise Phoenix LLC

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

R.X.N.B. Inc. AJOA Holdings, LLC

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

Organic Growth International LLC CEN Biotech Inc.

By: _________________________ By: ________________________

Its: _________________________ Its: ________________________

Date: _________________________ Date: ________________________

CANX USA LLC

By: _________________________

Its: _________________________

Date: _________________________