Exhibit
10.8


 


DEBT
PURCHASE AGREEMENT


  


THIS
DEBT PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the 15th day of
February, 2017 (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”), L2 CAPITAL, LLC (“Assignee”), and GROW SOLUTIONS HOLDINGS,
INC., a Nevada corporation (the “Borrower”).


 


WITNESSETH


 


WHEREAS,
the Borrower, Lender, and others entered into, or are otherwise parties to and bound by, the terms of a Senior Secured Credit
Facility Agreement dated as of June 30, 2015 but made effective as of December 7, 2015 (such Credit Agreement, together with any
amendments, renewals, substitutions, replacements or modifications from time to time, collectively referred to as the “Credit
Agreement”); and


 


WHEREAS,
pursuant to the Credit Agreement, the Borrower executed and delivered to Lender that certain Convertible Promissory Note dated
as of June 30, 2015, but made effective as of December 7, 2015, evidencing an aggregate amount of Loans under the Credit Agreement
in the amount of Nine Hundred Fifty Thousand Dollars ($950,000) (the “Original Note”); and


 


WHEREAS,
Assignee desires to purchase from Lender, and Lender is amenable to selling and assigning to Assignee, Assignor’s right,
title and interest in and to the monetary obligations evidenced by the Original Note, or portions thereof (or any replacement
notes issued in replacement thereof as hereby contemplated, as applicable) (the “Assigned Debt”), which
Assigned Debt shall be purchased by Assignee in multiple tranches as more specifically hereinafter set forth; and


 


WHEREAS,
on or prior to each “Purchase Tranche Closing” (as hereinafter defined), as directed by Lender, the Borrower agrees
to sever, split, divide and apportion the Original Note (or any replacement notes issued in replacement thereof as hereby contemplated,
as applicable) into two separate and distinct replacement notes, each in substantially the form as set forth on Exhibit
“A” attached hereto (the “Note Form”), one for the amount of the portion of the
Assigned Debt being sold and assigned at such Purchase Tranche Closing (the portion of the Assigned Debt being sold and assigned
at each separate Purchase Tranche Closing, as applicable, being referred to as the “Applicable Assigned Debt”),
and one for the remaining amount of the overall debt evidenced by the Credit Agreement and the Original Note (or any replacement
notes issued in replacement thereof as hereby contemplated, as applicable) (after the initial Purchase Tranche Closing, and receipt
of the Applicable Purchase Price for such initial Purchase Tranche by Lender, and assignment of such Applicable Assigned Debt
to Holder as hereby contemplated, such Applicable Assigned Debt, as then owned and held by Assignee, shall be evidenced by that
certain senior replacement convertible promissory note in the principal amount of $1,201,441.25 (as of February 14, 2017) issued
by Borrower to Assignee on the Effective Date (the “Assignee Replacement Note”);


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged and agreed, Assignor, Assignee, and Borrower hereby covenant and agree as follows:


 


1.             Recitals.
The recitations set forth in the preamble of this Agreement are true and correct and incorporated herein by this reference.


 






    


     


    

 


2.             Agreement to Assign Assigned Debt.


 


(a)       Purchase
Tranche Closings. Provided there is no default or breach under this Agreement, and that no event has occurred that, with the
passage of time, the giving of notice, or both, would constitute a default or breach under this Agreement, and subject to all
the terms and provisions of this Agreement, the Assignor hereby agrees to sell and assign to Assignee, and Assignee hereby agrees
to purchase from Assignor, the Assigned Debt, which Assigned Debt shall be sold in multiple separate tranches (each of such tranches
hereinafter referred to as a “Purchase Tranche”), each of such separate Purchase Tranches to be sold
and assigned on the respective dates and for the respective amounts set forth in the schedule attached hereto as Exhibit
“B” (each closing of a Purchase Tranche referred to as a “Purchase Tranche Closing”
and the purchase price to be paid for each Applicable Assigned Debt at each Purchase Tranche Closing, as shown on such attached
schedule, referred to as the “Applicable Purchase Price”); provided, however, nothing herein shall prevent
Assignee from electing to purchase a greater portion of the Assigned Debt, or more frequently, than that set forth in the attached
schedule for any given Purchase Tranche Closing, up to the aggregate amount of the Assigned Debt, by written notice to Assignor
delivered prior to the applicable Purchase Tranche Closing.


 


(b)       Deliveries
at Each Purchase Tranche Closing. Subject to the terms of this Agreement, at each Purchase Tranche Closing: (i) Lender shall
execute and deliver to Assignee, an assignment of the Applicable Assigned Debt being sold and assigned at such Purchase Tranche
Closing, substantially in the form attached hereto as Exhibit “C” (each, an “Assignment”);
(ii) Lender shall deliver to Assignee the original replacement note for the Applicable Assigned Debt being sold and assigned at
such Purchase Tranche Closing (subject to receipt of same by Lender from Borrower as provided in Section 2(c) below); and
(iii) Assignee shall pay to Lender the Applicable Purchase Price for the Applicable Assigned Debt being sold and assigned at such
Purchase Tranche Closing, by wire transfer of good and cleared U.S. currency to an account designated by Lender.


 


(c)       Borrower’s
Obligation to Sever Notes. On or prior to each Purchase Tranche Closing, and within no later than two (2) business days after
request therefor is made by Lender to Borrower, the Borrower agrees to sever, split, divide and apportion the Original Note (or
any replacement notes issued in replacement thereof as hereby contemplated, as applicable) into two separate and distinct and
newly issued replacement notes, each substantially in the Note Form. One of such replacement notes shall be for a principal amount
equal to the Applicable Purchase Price corresponding to the Applicable Assigned Debt for the applicable Purchase Tranche Closing,
and the other replacement note shall be for a principal amount equal to the remaining amount of the overall debt then existing
and evidenced by the Credit Agreement and the Original Note (or any replacement notes issued in replacement thereof as hereby
contemplated, as applicable). In order to clarify the foregoing, as an example, on or prior to the first Purchase Tranche Closing
contemplated hereby, upon request by Lender, the Borrower shall provide to Lender two replacement notes in replacement of the
Original Note, one for $325,000, which is the Applicable Purchase Price for the Applicable Assigned Debt being sold and assigned
at the first Purchase Tranche Closing, and the second for $876,441.25 (as of February 14, 2017), which is the amount of the overall
debt evidenced by the Credit Agreement and the Original Note, less the Applicable Purchase Price for the replacement note being
sold and assigned at the first Purchase Tranche Closing. This second replacement note shall then be severed in the same manner
for the second Purchase Tranche Closing, and this foregoing process of severing and issuing replacement notes shall be repeated
for each Purchase Tranche Closing, until the Assigned Debt is sold and assigned in full, or this Agreement is otherwise earlier
terminated in accordance with its terms. Assignee acknowledges and understands that Lender’s obligation to sell, assign
and deliver each original replacement note representing the Applicable Assigned Debt at each Purchase Tranche Closing is subject
to and conditioned upon Borrower executing and delivering such replacement notes to Lender in accordance with this Agreement.


 






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(d)       Remaining
Debt. Assignee and Borrower acknowledge that at each Purchase Tranche Closing, and subject to Lender’s receipt of the
Applicable Purchase Price, only the Applicable Assigned Debt represented by the specific replacement note representing the applicable
Purchase Tranche shall be deemed sold and assigned hereunder, it being acknowledged by Assignee and by Borrower that the remaining
portion of the debt evidenced by the Credit Agreement and the Original Note (or any replacement notes issued in replacement thereof
as hereby contemplated, as applicable) for which the Applicable Purchase Price has not been paid and received by Lender (collectively,
the “Remaining Debt”) shall not be sold or assigned thereby unless and until additional replacement
notes for additional Purchase Tranches are thereafter sold in accordance with this Agreement and the Applicable Purchase Price
therefor is received by Lender.


 


(e)       No
Security Rights. Assignee and Borrower each hereby agree and acknowledge that the sale, transfer and assignment of the Assigned
Debt, or any portion thereof, shall be a sale, transfer and assignment of the monetary obligations evidenced by such Assigned
Debt (or portion thereof) only, and shall not include, and such sale, transfer and assignment expressly excludes, the Remaining
Debt, as well as excluding any and all security rights, rights to any collateral, or any other security interests or rights of
Assignor of any nature or kind related to, arising under, or pursuant to, the Credit Agreement, any other “Loan Documents”
(as defined in the Credit Agreement) related thereto, or any other security agreements, UCC financing statements, or any other
documents or instruments relating to the obligations of the Borrower or any “Guarantors” (as defined in the Credit
Agreement) to Assignor (collectively, the “Security Rights”), it being agreed and acknowledged that
all Security Rights shall remain with Assignor, as security for any portion of the Assigned Debt not assigned at any Purchase
Tranche Closing, the Remaining Debt, or any other obligations of Borrower or any Guarantors to Assignor.


 


3.             Conditions to Additional Purchases.


 


(a)       Initial
Purchase. The initial Purchase Tranche contemplated hereunder shall be closed and funded simultaneous with the execution of
this Agreement by Lender, Assignee and Borrower.


 


(b)      Subsequent Purchases.If the first Purchase Tranche Closing is consummated hereunder, and the Applicable Purchase Price
therefor is paid and received by Lender as contemplated under this Agreement, then Assignee’s obligation to purchase any
additional Purchase Tranches as hereby contemplated is a binding and continuing obligation of Assignee; provided, however, Assignee
shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of
the following events (each a “Trigger Event”): (i) the Borrower fails to stay current in its filing
obligations with the SEC; (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as
defined in the Credit Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement
services by the Depository Trust Company (“DTC”) with respect to the Common Stock occurs and is continuing,
or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services
by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have
notified the Borrower in writing that DTC has determined not to impose any such suspension); (iv) the Borrower’s transfer
agent (the “Transfer Agent”) fails to issue to Assignee any shares of the Borrower’s Common Stock
which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes purchased
by Assignee hereunder, or notes issued in replacement thereof; (v) the Borrower fails to maintain its active status with its State
of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their obligations to Assignee
under the promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof, or any other obligations of
Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee. Upon the occurrence of a
Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated,
Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes
aware of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and
reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches
thereafter shall immediately terminate and be of no further force or effect.


 






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4.             Representations
and Warranties of Assignor. Assignor makes the following representations and warranties to Assignee, each of which shall be
deemed made as of the Effective Date, and re-made as of each Purchase Tranche Closing:


 


(a)       Assignor
is the legal and equitable owner of Assignor’s right, title and interest in and to the Assigned Debt (or applicable portion
thereof being sold and assigned at each Purchase Tranche Closing), except for any portion of the Assigned Debt previously sold
and assigned to Assignee pursuant to this Agreement; and


 


(b)       Assignor
has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt (or applicable portion thereof
being sold and assigned at each Purchase Tranche Closing), except for any portion of the Assigned Debt previously sold and assigned
to Assignee pursuant to this Agreement; and


 


(c)       The
Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance
by the Assignor of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership,
or similar action on the part of the Assignor; and


 


(d)       Except
for the foregoing representations and warranties, this Agreement and the Assignment is made by Assignor without recourse, representation
or warranty of any nature or kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation,
oral or written, past, present or future with respect to the Assigned Debt, any portion thereof, or any instruments evidencing
same, including, without limitation: (i) the validity, effectiveness or enforceability of the Assigned Debt, any portion thereof,
or any instruments evidencing same; (ii) the validity, existence, or priority of any lien or security interest securing the obligations
of Borrower or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same;
(iii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof,
or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other Credit Parties or guarantor or
obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties
to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same;
(v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with any laws, ordinances or
regulations of any governmental agency or other body; (vi) the value or condition of any collateral securing the obligations under
the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future performance of the Borrower or
any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing
same. Assignee acknowledges and represents to Assignor that Assignee has been given the opportunity to undertake its own investigations
of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed
all such investigations as Assignee deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying
solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and
not any information whatsoever provided or to be provided by Assignor, or any representation or warranty of Assignor. This Agreement,
and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an “AS IS,”
“WHERE IS” basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment,
shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor’s
obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that
Assignor shall have no further liability with respect thereto, except only for those express warranties contained in this Agreement,
and Assignee, by such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED,
OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT
AS SPECIFICALLY SET FORTH HEREIN.


 






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(e)       The
Assignor is not now, and has not been during the preceding 90 days, an officer, director, 10% or more shareholder of the Borrower,
or in any other way an “affiliate” of Borrower, as that term is defined in Rule 144(a)(1) adopted pursuant to the
Securities Act of 1933, as amended.


 


5.             Representations
and Warranties of Assignee. Assignee makes the following representations and warranties to Assignor, each of which shall be
deemed made as of the Effective Date, and re-made as of each Purchase Tranche Closing:


 


(a)       The
Assignee is a legally recognized entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery
and performance by the Assignee of the transactions contemplated by this Agreement have been duly authorized by all necessary
corporate or similar action on the part of the Assignee.


 


(b)       This
Agreement, when executed and delivered by the Assignee, will constitute a valid and legally binding obligation of the Assignee,
enforceable against the Assignee in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally;
or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


(c)       The
Assignee: (i) either alone or together with its representatives, has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so
evaluated the risks and merits of such investment; (ii) has the ability to bear the economic risks of this investment and can
afford a complete loss of such investment; (iii) understands the terms of and risks associated with the acquisition of the Assigned
Debt, or any portion thereof, or any instruments evidencing same, including, without limitation, a lack of liquidity, price transparency
or pricing availability and risks associated with the industry in which the Borrower operates; (iv) has had the opportunity to
review the Borrower, its business, its financial condition, its prospects, the Credit Agreement, the Assigned Debt, any portion
thereof, or any instruments evidencing same, all as the Assignee has determined to be necessary in connection with this Agreement
and the assignments contemplated hereby.


 


(d)       The
Assignee understands that: (i) the Assigned Debt, any portion thereof, or any instruments evidencing same, have not been registered
under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state; (ii) the
Assigned Debt, any portion thereof, or any instruments evidencing same, and any securities issuable upon conversion of the Assigned
Debt, or any portion thereof, is and will be “restricted securities” as said term is defined in Rule 144 of the Rules
and Regulations promulgated under the Securities Act (“Rule 144”); (iii) the Assigned Debt, any portion
thereof, or any instruments evidencing same, may not be sold, pledged or otherwise transferred unless a registration statement
for such transaction is effective under the Securities Act and any applicable state securities laws, or unless an exemption from
such registration is available with respect to such transaction; and (iv) the Assigned Debt, any portion thereof, or any instruments
evidencing same, will contain restrictive legends as to the foregoing in customary form.


 






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(e)       The
Assignee is not accepting this Agreement or any Assignment as a result of any advertisement, article, notice or other communication
regarding the Assigned Debt, any portion thereof, or any instruments evidencing same published in any newspaper, magazine, internet
or social media, broadcast over television or radio, presented at any seminary, or under any other media generally circulated
or available to the public or any other general solicitation or general advertisement.


 


(f)       To
the knowledge of its officers, members and managers, neither the execution and delivery of this Agreement, or any Assignment,
nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which
the Assignee is subject or any provision of its organizational documents or other similar governing instruments, or conflict with,
violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Assignee
is a party. The Assignee has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary
or appropriate in connection with this Agreement and the assignment of the Assigned Debt, any portion thereof, or any instruments
evidencing same as contemplated hereby.


 


(g)       To
the knowledge of its officers, members and managers, there is no action, suit, proceeding, judgment, claim or investigation pending,
or to the knowledge of the Assignee, threatened against the Assignee which could reasonably be expected in any manner to challenge
or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby.


 


(h)       To
the knowledge of its officers, members and managers, no authorization, consent, approval or other order of, or declaration to
or filing with, any governmental agency or body or other Person is required for the valid authorization, execution, delivery and
performance by the Assignee of this Agreement and the consummation of the transactions contemplated hereby.


 


(i)       The
Assignee hereby acknowledges that the Assigned Debt, any portion thereof, or any instruments evidencing same may only be disposed
of in compliance with state and federal securities laws. The Assignee further acknowledges that in connection with any transfer
of the Assigned Debt, any portion thereof, or any instruments evidencing same subsequent to the date hereof and other than pursuant
to an effective registration statement, or an applicable exemption to such registration requirements, the Borrower and/or the
Borrower’s transfer agent may require an opinion of counsel, the form and substance of which opinion shall be reasonably
satisfactory to the Borrower and/or the Borrower’s transfer agent, as applicable.


 


6.             Borrower
Acknowledgments. Borrower hereby represents and warrants that the obligations evidenced by the Credit Agreement and the Original
Note, including, without limitation, all obligations for the Assigned Debt and the Remaining Debt, are valid and enforceable obligations
of the Borrower subject to no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Borrower, and to the
extent the Borrower has any defenses, setoffs, counterclaims, cross-actions or equities against Assignor and/or against the enforceability
of any such obligations, the Borrower acknowledges and agrees that same are hereby fully and unconditionally waived by the Borrower.
The Borrower further acknowledges its obligations under Section 2(c) above, and agrees to timely and promptly deliver replacement
notes to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt may only represent a portion
of the obligations due or owing under the Credit Agreement and the Original Note, and that the Assigned Debt is only being assigned
hereunder in Purchase Tranches as contemplated above. In that regard, the Borrower further acknowledges that the Remaining Debt,
and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been received by Lender, are and
remain valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable
to pay the Remaining Debt, and any portion of the Assigned Debt for which the Applicable Purchase Price therefor has not been
received by Lender, as same becomes due in accordance with the terms of the Credit Agreement and the Original Note, or any replacement
notes issued in replacement thereof as hereby contemplated, and nothing contained herein shall be deemed or construed any waiver
or to otherwise excuse performance by Borrower under its obligations to Lender.


  



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7.             Release.
AS A MATERIAL INDUCEMENT FOR LENDER TO AGREE TO ENTER INTO THIS AGREEMENT, BORROWER AND ASSIGNEE HEREBY RELEASE LENDER, together
with all OF ITS PARTNERS AND AFFILIATES, AND THE officers, MEMBERS, DIRECTORS, PARTNERS, employees, agents AND ATTORNEYS of each
of the foregoing, from all claims, causes of action and liabilities OF ANY NATURE OR KIND IN ANY WAY relating, directly or indirectly,
to the ASSIGNED DEBT, ANY collateral securing ANY OBLIGATIONS THEREUNDER, thIS
AGREEMENT, OR ANY OTHER DEBTS OR OBLIGATIONS IN ANY WAY RELATING TO THE CREDIT AGREEMENT, TO THE EXTENT arising on or prior to
the date hereof, including, without limitation, any and all claims arising from or relating to negotiations, demands, requests
or exercise of remedies in connection with the ASSIGNED DEBT, thIS AGREEMENT, ANY
OTHER DEBTS OR OBLIGATIONS IN ANY WAY RELATING TO THE CREDIT AGREEMENT, and Any and All FEES OR CHARGES collected in connection
with the ASSIGNED DEBT, thIS AGREEMENT, OR ANY OTHER DEBTS OR OBLIGATIONS IN ANY
WAY RELATING TO THE CREDIT AGREEMENT. MOREOVER UPON DELIVERY OF EACH ASSIGNMENT HEREUNDER, THE FOREGOING RELEASE SHALL BE DEEMED
AUTOMATICALLY RE-MADE AND EFFECTIVE FOR ALL claims, causes of action and liabilities OF ANY NATURE OR KIND COVERED HEREBY TO THE
EXTENT arising on or prior to the date OF SUCH ASSIGNMENT.


 


8.            Default and Termination.


 


(a)       Breach
By Assignor. In the event Assignor shall breach any of its covenants or agreements hereunder, and such breach is not cured
within twenty (20) days after Assignor’s receipt of written notice of such breach from Assignee, which notice shall specify
the breach with specificity, then Assignee’s sole and exclusive remedy hereunder shall be to terminate this Agreement upon
written notice to Assignor, whereupon this Agreement shall terminate and Assignor and Assignee shall have no further obligation,
each to the other, under this Agreement. Assignor and Assignee agree that the foregoing exclusive remedy will be adequate and
each of them agrees that Assignee shall not have any other remedies, at law or in equity, for any breach by Assignor not cured
within any applicable notice and cure period, other than termination of this Agreement as hereby provided.


 


(b)       Breach
By Assignee. In the event Assignee shall breach any of its covenants or agreements hereunder, and such breach is not cured
within twenty (20) days after Assignee’s receipt of written notice of such breach from Assignor, which notice shall specify
the breach with specificity, then Assignor’s sole and exclusive remedy hereunder shall be to terminate this Agreement upon
written notice to Assignee, whereupon this Agreement shall terminate and Assignor and Assignee shall have no further obligation,
each to the other, under this Agreement. Assignor and Assignee agree that the foregoing exclusive remedy will be adequate and
each of them agrees that Assignor shall not have any other remedies, at law or in equity, for any breach by Assignee not cured
within any applicable notice and cure period, other than termination of this Agreement as hereby provided. Notwithstanding the
foregoing to the contrary, the foregoing notice and cure period shall not be applicable with respect to Assignee’s failure
to pay the Purchase Price at the Purchase Tranche Closing, and any such failure shall be deemed an immediate breach hereunder,
entitling Assignor to avail itself of the exclusive termination remedy hereby provided immediately upon such failure to pay the
Purchase Price at the Purchase Tranche Closing.


 






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(c)       Breach
by Borrower. Any breach by Borrower under this Agreement, which breach is not cured within ten (10) days after Borrower’s
receipt of written notice of such breach, which notice shall specify the breach with specificity, shall be deemed an event of
default by Borrower under the Credit Agreement, and any such breach may be enforced by Assignor through any remedies available
to Assignor, at law or in equity, or under the Credit Agreement. Borrower shall have no rights to enforce this Agreement as against
Assignor or Assignee, nor shall any breach or default by Assignor or Assignee hereunder in any way abrogate, limit, or otherwise
affect Borrower’s obligations under the Credit Agreement and related Loan Documents.


 


9.            
No Waiver. The parties recognize and acknowledge that by entering into this Agreement, the Lender is not waiving any rights
or remedies it may have under any of the Loan Documents, any defaults or Events of Default arising thereunder, or any judgments
previously obtained by Lender in connection therewith. In addition, notwithstanding anything contained in this Agreement to the
contrary, the Lender shall have the right, at any time, to: (i) accept payments (whether in full or partial payments) of the then
outstanding Remaining Debt, or any portion of the Assigned Debt not assigned at any Purchase Tranche Closing, whether such payments
are made by the Borrower, or any other Person (whether in connection with such other Person’s purchase of all or any portion
of the then outstanding Remaining Debt, or any portion of the Assigned Debt not assigned at any Purchase Tranche Closing, or otherwise);
or (ii) enter into agreements with Borrower or any other Person for payments to be made to Lender by Borrower or any other Person
at such later dates and under such terms and conditions as Lender may elect in its sole and absolute discretion, and in any of
such events, or for any other reason whatsoever, in Lender’s sole and absolute discretion, Lender shall have the absolute
right to terminate this Agreement upon written notice to Assignee, without liability to Assignee or any other Person, with respect
to any portion of the Assigned Debt not yet sold and assigned to Assignee as of such date.


 


10.           Governing Law. This Agreement shall be governed by and construed in accordance with the laws governing the Credit Agreement.


 


11.           Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


12.           Headings. The headings of the paragraphs of this Agreement have been included only for convenience, and shall not be deemed
in any manner to modify or limit any of the provisions of this Agreement or used in any manner in the interpretation of this Agreement.


 


13.           Interpretation. Whenever the context so requires in this Agreement, all words used in the singular shall be construed to
have been used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word “Person”
shall be construed to include a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate or any
other entity.


 


14.           Partial Invalidity. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
law. If any provision of this Agreement or the application of such provision to any person or circumstances shall, to any extent,
be invalid or unenforceable, then the remainder of this Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability.


  



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15.           Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and
considered one and the same Agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes
and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile
or “.pdf” signature page was an original thereof.


 


16.           Effective Date. For purposes of this Agreement, the “Effective Date” shall mean the date when
this Agreement becomes fully executed by all parties hereto.


 


17.           Exclusive Agreement. Assignee hereby agrees that, unless and until the Assigned Debt is fully assigned hereunder, and the
Applicable Purchase Price for the entire Assigned Debt has been paid in full to Lender, then Assignee shall not engage or enter
into any other agreements to purchase or exchange any other debts or obligations of the Borrower, other than the Assigned Debt
owned by Lender.


 


[Signatures
on the following page]


 



    	 	9	 



     


    

 


IN
WITNESS WHEREOF, Assignor, Assignee, and Borrower have executed this Agreement as of the date above first written.


 





	 	Assignor:
	 	 	
	 	TCA
    GLOBAL CREDIT MASTER FUND, LP
	 	 	 
	 	By:	TCA
    Global Credit Fund GP, Ltd.
	 	Its:	General
    Partner
	 	 	
	 	By:	
	 	 	Robert
    Press, Director
	 	 	
	 	Date:	
	 	 	 
	 	Assignee:
	 	 
	 	L2 CAPITAL, LLC
	 	 	
	 	By:	
	 	Name:	
	 	Title:	
	 	 	
	 	Date:	




 



    	 	10	 



     


    

 


IN
WITNESS WHEREOF, Assignor, Assignee, and Borrower have executed this Agreement as of the date above first written.


 


	Borrower:	 
	 	 
	GROW
    SOLUTIONS HOLDINGS, INC.,	 
	a
    Nevada corporation	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 




  



    	 	11	 



     


    

 


EXHIBIT
“A”


 


FORM
NOTE


 



    	 	12	 



     


    

 


EXHIBIT
“B”


 


PURCHASE
TRANCHES


 


	Purchase
    Tranche

 Number	Amount
    of Principal Assigned	Applicable
    Purchase Price	Date
    for Purchase Tranche Closing
	1	$325,000	$325,000	Simultaneously
    with execution of this Agreement
	All
    additional Purchase Tranches until Assignee has purchased the entire amount of the Assigned Debt	$300,000	$300,000	Each
    Friday after the five week anniversary of the immediately preceding  Purchase Tranche Closing


 



    	 	13	 



     


    

 


EXHIBIT
“C”


 


FORM
OF ASSIGNMENT




 


 


14