0001654954-16-001889 Sample Contracts

FIRST AMENDMENT TO DEBT PURCHASE AGREEMENT
Debt Purchase Agreement • August 31st, 2016 • Growlife, Inc. • Glass products, made of purchased glass

dated effective as of the 15th day of August, 2016 (the "Effective Date"), by and among TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership, with an address of 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 ("Assignor" or "Lender"), OLD MAIN CAPITAL, LLC ("Assignee" or "Old Main"), and GROWLIFE, INC., a Delaware corporation (the "Borrower").

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DEBT PURCHASE AGREEMENT
Debt Purchase Agreement • August 31st, 2016 • Growlife, Inc. • Glass products, made of purchased glass • Nevada

THIS DEBT PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the 15th day of August 2016, by and among TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership, with an address of 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (“Assignor” or “Lender”), CHICAGO VENTURE PARTNERS, L.P., a Utah limited partnership (“Assignee”), and GROWLIFE, INC., a Delaware corporation (the “Borrower”).

Exchange Agreement
Exchange Agreement • August 31st, 2016 • Growlife, Inc. • Glass products, made of purchased glass • Utah

This Exchange Agreement (this “Agreement”) is executed as of August 17, 2016 by and between GrowLife, Inc., a Delaware corporation (the “Company”), and Chicago Venture Partners, L.P., a Utah limited partnership, its successors and/or assigns (“Holder”). Capitalized terms not defined herein shall have the same meaning as set forth in the Initial Exchange Note (as defined below).

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