Grow Capital, Inc. (OTCPK:GRWC.D) entered in an agreement to acquire Public Employee Retirement Assistance, LLC on August 3, 2020. Pursuant to the Exchange Agreement, in exchange for unregistered restricted shares of the company’s common stock, par value $0.001, the Company will acquire 100% of the outstanding membership interests of PERA. Exchange shares means the number of shares of Grow Capital, Inc. common stock obtained by dividing (a) $10,000,000 by (b) the 10-day volume weighted average price per share. Upon the closing of the exchange, the PERA members will convey all of the right, title and interest in and to all of the issued and outstanding membership interests in PERA in exchange for the right to receive a number of shares of Grow Capital, Inc. common stock equal to an exchange ratio. At the closing the company will enter into a registration rights agreement with the PERA Members to register the Grow Capital, Inc. The Exchange is subject to certain closing conditions including the receipt of any necessary regulatory approvals and third party consents and certain other customary conditions. The Exchange Agreement is terminable by either the Company or PERA if the closing has not occurred by September 30, 2020. Seyfarth Shaw LLP acted as a legal advisor to Public Employee Retirement Assistance, LLC.