On December 29, 2017, Vegalab, Inc. (“Vegalab” or the “Company”) exercised an option to purchase The Agronomy Group LLC, a California limited liability company (“TAG”), which was reported in a current report on Form 8-K filed with the Securities and Exchange Commission (SEC) on January 4, 2018. On January 22, 2018, Vegalab and TAG entered into a Member Units Purchase Agreement (the “Agreement”) under which Vegalab agreed to purchase all of the member units in TAG from its two members for a total of 600,000 shares of the restricted common stock of Vegalab, and warrants to purchase 1,600,000 shares of the restricted common stock of Vegalab at an exercise price of $1.20 per share exercisable over a term of five years, which was reported in a current report on Form 8-K filed with the SEC on January 26, 2018.

On February 20, 2018, the acquisition of TAG under the Agreement was closed with an effective date for financial reporting and tax purposes on February 1, 2018. Consequently, TAG is now a wholly-owned subsidiary of the Company. The common stock and warrants were issued to the member unit owners of TAG in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. Jeffry Hill and Ryan Sweeney each owned 50% of the TAG member units. In connection with the transaction, Mr. Hill is now employed by the Company as the Director of Agronomy and Mr. Sweeney is employed as the Director of Production.

Based in California, TAG is a producer and distributor of environmentally friendly agrochemicals with 29 products it offers to growers. TAG has 10 products that are considered organic, including nine registered with the Organic Materials Research Institute and one approved by the Washington State Department of Agriculture for use in organic agriculture. TAG follows Vegalab’s philosophy of delivering environmentally friendly, natural products for sustainable, large scale growing in the big agricultural environment.