Exhibit 10.6


 


ASSIGNMENT AGREEMENT 


 


THIS ASSIGNMENT AGREEMENT
(this “Agreement”) is made as of November 1, 2017, by and between, Grow Solutions Holdings, LLC, a Colorado
limited liability company (the “Assignor”) and TCA Share Holdings, LLC, a Nevada limited liability company (the
“Assignee”).


 


WITNESSETH 


 


WHEREAS, on May 24,
2017, the Assignor was issued 51 shares of Series A Preferred Stock, par value $0.001 per share (the “Preferred Stock”),
of Grow Solutions Holdings, Inc., a Nevada corporation (the “Company”); and


 


WHEREAS, the Assignor
desires to irrevocably transfer and assign to the Assignee all of the Assignor’s right, title and interest in and to all
of the Preferred Stock of the Company (the “Shares”) for a cash payment in the amount of $50.00 by the Assignee (the
“Cash Payment”), and the Assignee wishes to assume all of Assignor’s right, title and interest in and to the
Shares for the Cash Payment to the Assignor.


 


NOW, THEREFORE, in
consideration hereof and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


 


1.       Incorporation
of Recitals. The recitals set forth hereinabove are hereby incorporated herein by this reference with the same force and effect
as if fully hereinafter set forth.


 


2.       Assignment.
Assignor is a shareholder of the Company, shall receive the Cash Payment, and believes the Company and the Assignor will benefit
from the assignment of the Shares. Assignor hereby acknowledges such benefit and in consideration of the benefit to Assignor and
the Company, Assignor hereby irrevocably assigns, transfers and conveys to the Assignee or Assignee’s assigns, all of Assignor’s
right, title and interest in and to the Shares.


 


3.       Counterparts.This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute
one and the same agreement. A faxed or electronic copy of this Agreement shall be deemed an original.


 


4.       Governing
Law Jurisdiction; Venue. Except in the case of the mandatory forum selection clause set forth below, this Agreement shall be
construed and interpreted in accordance with the laws of the State of New Jersey without regard to the principles of conflicts
of laws. Any dispute arising under, relating to, or in connection with the Agreement or related to any matter which is the subject
or incidental to the Agreement, shall be subject to the exclusive jurisdiction and venue of the state and/or federal courts located
in New Jersey. This provision is intended to be a mandatory forum selection clause and governed by and interpreted consistent with
New Jersey law.


 


[Signature page follows]


 




    


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Assignment Agreement to be executed the day and year first above written.


 





	 	ASSIGNOR:
	 	 	 
	 	GROW SOLUTIONS HOLDINGS LLC
	 	 	 
	 	By: 	/s/ Jeffrey Beverly
	 	Name:	Jeffrey Beverly
	 	Title: 	Member
	 	 	 
	 	By: 	/s/ Howard Karasik
	 	Name: 	Howard Karasik
	 	Title: 	Member
	 	 	 
	 	By: 	/s/ Peter Lau
	 	Name:	Peter Lau
	 	Title: 	Member
	 	 	 
	 	By: 	/s/ William Hayde
	 	Name:	William Hayde
	 	Title: 	Member
	 	 	 
	 	By: 	/s/ Leslie Bocskor
	 	Name:	Leslie Bocskor
	 	Title: 	Member




 


 


[ - Signature Page 1 of 2 of Assignment
Agreement - ]


 






    


     


    

 





	 	ASSIGNEE:
	 	 	 
	 	TCA SHARE HOLDINGS LLC
	 	 	 
	 	By: 	/s/ Robert Press
	 	Name: 	Robert Press
	 	Title: 	Manager
	 	 	 
	 	By: 	/s/ Alyce Schreiber
	 	Name: 	Alyce Schreiber
	 	Title: 	Manager




 


 


[ - Signature Page 2 of 2 of Assignment
Agreement - ]