ContractAdvanced Growing Systems, Inc. • August 25th, 2008 • Wholesale-miscellaneous nondurable goods • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May 3, 2007 among ADVANCED GROWING SYSTEMS, INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock Purchase Agreement • July 10th, 2007 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of May 3, 2007 by and among Advanced Growing Systems, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2007 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • Texas
This Agreement is made and entered into as of the 30th day of January, 2006 (“Agreement Date”) by and between Advanced Growing Systems Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Chris J. Nichols, an individual (hereinafter referred to as the “Employee”). The Company and the Employee are collectively referred to as the “Parties”. This Agreement supersedes any similar agreement between the Parties.
STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ADVANCED GROWING SYSTEMS, INC. (formerly, Non-Lethal Weapons, Inc.) (“BUYER”) AND THE SHAREHOLDERS OF ADVANCED GROWING HOLDINGS, INC. (“SELLER”), AND ADVANCED GROWING HOLDINGS, INC.,...Stock Purchase Agreement • April 19th, 2007 • Advanced Growing Systems, Inc. • Nevada
THIS STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION is made and entered into this 20th day of June, 2006, by and among Advanced Growing Systems, Inc., a Nevada corporation (hereinafter referred to as “Buyer”), the shareholders of Advanced Growing Holdings, Inc., (collectively the “Seller”, listed on Exhibit A), and Advanced Growing Holdings, Inc., a Nevada corporation (hereinafter referred to as the “Company”),
SECURITY AGREEMENTSecurity Agreement • December 17th, 2008 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • New York
THIS SECURITY AGREEMENT (the “Agreement”) is made as of December 10, 2008 by and among ADVANCED GROWING SYSTEMS, INC., Nevada corporation (the “Company”), and the secured party hereto and its respective endorsees, transferees and assigns (the “Secured Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 13th, 2009 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • Georgia
This Agreement is made and entered into as of the 29th day of August, 2008 (“Agreement Date”) by and between Advanced Growing Systems, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Dan K. Dunn, an individual (hereinafter referred to as the “Employee”). The Company and the Employee are collectively referred to as the “Parties”. This Agreement supersedes any similar agreement between the Parties.
EXCHANGE AGREEMENTExchange Agreement • May 30th, 2008 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • New York
This Exchange Agreement (this “Agreement”) is dated as of May 28, 2008, by and between Advanced Growing Systems, Inc., a Nevada corporation (the “Company”), and Vision Opportunity Master Fund, Ltd., a holder of certain warrants issued by the Company (the “Holder”).
Waiver of Time for Subsequent Closing VISION OPPORTUNITY MASTER FUND, LTD.Convertible Preferred Stock Purchase Agreement • July 10th, 2007 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods
Reference is made to the Series A Convertible Preferred Stock Purchase Agreement dated as of March 9, 2007 (the “Purchase Agreement”) by and between Advanced Growing Systems, Inc. (the “Company”), and Vision Opportunity Master Fund, Ltd. (the “Investor”), pursuant to which the Investor purchased from the Company shares of Series A Convertible Preferred Stock and Warrants, each convertible or exercisable into shares of the Company’s Common Stock. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement.
ADVANCED GROWING SYSTEMS, INC. ALPHARETTA, GA 30022 July 1, 2009Advanced Growing Systems, Inc. • July 7th, 2009 • Wholesale-miscellaneous nondurable goods • Nevada
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 17th, 2008 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 10, 2008, is by and between ADVANCED GROWING SYSTEMS, INC., a Nevada corporation, (the “Company”), and CCM PARTNERS FUND, LP, a Cayman Islands Exempted Limited Partnership (the “Investor”). The Company and the Investor hereby agree as follows:
GUARANTYNote Purchase Agreement • December 17th, 2008 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • New York
THIS GUARANTY (“Guaranty”) is made December 10, 2008 by the undersigned (the “Guarantor”), in favor of CCM PARTNERS FUND, LP, a Cayman Islands Exempted Limited Partnership, (the “Investor”) of the 18% Subordinated Secured Notes (the “Notes”) pursuant to the Note Purchase Agreement and the Exhibits thereto dated even date herewith (the “Note Purchase Agreement”) (collectively, the “Loan Documents”) from ADVANCED GROWING SYSTEMS, INC., a Nevada corporation, (the “Company”).
WAIVER AGREEMENT AND WRITTEN CONSENT OF THE STOCKHOLDERS OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF ADVANCED GROWING SYSTEMS, INC.Waiver Agreement • January 13th, 2009 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • New York
This Waiver Agreement and Written Consent of the Stockholders of the Series A Convertible Preferred Stock (this “Agreement and Consent”) is made by and between Advanced Growing Systems, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Holders”), and is effective as of December 31, 2008.
AMENDMENT NO. 1 TO SERIES C, D AND J WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF ADVANCED GROWING SYSTEMS, INC.Advanced Growing Systems, Inc. • May 30th, 2008 • Wholesale-miscellaneous nondurable goods • New York
THIS AMENDMENT NO. 1 TO SERIES C, D AND J WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF ADVANCED GROWING SYSTEMS, INC. (this “Amendment”), dated as of May 28, 2008, is made by and between Advanced Growing Systems, Inc., a Nevada corporation (the “Issuer”) and Vision Opportunity Master Fund, Ltd. (the “Holder”).
LOAN AGREEMENT AND SECURITY AGREEMENTLoan Agreement and Security Agreement • April 19th, 2007 • Advanced Growing Systems, Inc. • Georgia
The undersigned debtor (hereinafter referred to as “Borrower”), for good and valuable consideration, and to induce Presidential Financial Corporation (hereinafter referred to as “Lender”) to accept this agreement (“Agreement”) and to make the loans and advances described hereunder, hereby agrees as follows:
SECURITY AGREEMENT -- SUBSIDIARYSecurity Agreement • December 17th, 2008 • Advanced Growing Systems, Inc. • Wholesale-miscellaneous nondurable goods • New York
THIS SECURITY AGREEMENT (the “Agreement”) is made as of December 10, 2008 by and among ORGANIC GROWING SYSTEMS, INC., a Texas corporation, (the “Subsidiary”), and the secured party hereto and its respective endorsees, transferees and assigns (the “Secured Party”).
