JOINTVENTUREAGREEMENT

Incorporation of Recitals.    The Recitals are incorporated herein as if set forth in full and made a part of this Agreement.

a. 

CANX / OGI.

2. 

Phase Two: Initial Expansion Activity.

x.

OGI Usage of GrowLife Private Label Goods.   OGI shall use, on a first available  basis,  to  the  extent  possible  and  reasonable,  all  goods  made available to it by GrowLife that are GrowLife private label branded.

b. 

GrowLife.

d.

Capitalization.   The authorized capital stock of GrowLife and the shares thereof issued and outstanding as of 19, 2013, are set forth on Schedule 8(d) hereto.  All of the outstanding shares of GrowLife’s Common Stock and any other security of GrowLife have been duly and validly authorized.  Except as set forth on Schedule 8(d) hereto, no shares of Common Stock or any other security of GrowLife are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of GrowLife.  Furthermore, except as set forth on Schedule 8(d) hereto, there are no contracts, commitments, understandings, or arrangements by which GrowLife is or may become bound to issue additional shares of the capital stock of GrowLife or options, securities or rights convertible into shares of capital stock of GrowLife. Except for customary transfer restrictions contained in agreements entered into by GrowLife in order to sell restricted securities or as provided on Schedule 8(d) hereto, GrowLife is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “Person”) with respect to any of its equity or debt securities.  GrowLife is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of GrowLife. The offer and sale of all capital stock, convertible securities, rights, warrants, or options of GrowLife issued prior to the Closing complied with all applicable federal and state securities laws, and no holder of such securities has a right of rescission or claim for damages with respect thereto which could have a Material Adverse Effect. GrowLife has furnished or made available to CANX true and correct copies of GrowLife’s Articles of Incorporation as amended and restated and in effect on the effective date of this Agreement (the “Articles”), and GrowLife’s Bylaws as in effect effective date of this Agreement (the “Bylaws”).

e.

Issuance of Securities.  The CANX Warrants to be issued hereunder have been duly authorized by all necessary corporate action and, when paid for or issued in accordance with the terms hereof, and shall be validly issued and outstanding, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.  The Warrant Shares to be issued upon exercise of the CANX Warrants have been duly authorized by all necessary corporate action and when issued and paid for in accordance with the terms of this Agreement and as set forth in the CANX Warrants, as applicable, such shares will be validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

g.

Commission Documents; Financial Statements.   GrowLife has made available to CANX through the EDGAR system, true and complete copies of GrowLife’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”), and all other reports, schedules, forms, statements and other documents required to be filed by GrowLife pursuant to the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since December 31, 2012 (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). GrowLife has not provided to CANX any material non- public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by GrowLife but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.  At the time of their filing, other than the timeliness of the filings, each Commission Document complied in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the time of its filing, each Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of GrowLife  included  in  the  Commission  Documents  complied  as  to  form  in  all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during  the  periods  involved  (except  (i)  as  may  be  otherwise  indicated  in  such financial statements or the Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of GrowLife and its subsidiary as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

h.

No Material Adverse Change.  Since June 30, 2013, GrowLife has not experienced or suffered any Material Adverse Effect.

j.

No Undisclosed Events or Circumstances.  Since June 30, 2013, except as disclosed in the Commission Documents filed prior to the date hereof, (i) to GrowLife’s knowledge, there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) GrowLife has  not  incurred  any  liabilities  (contingent  or  otherwise)  other  than  (A)  trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in GrowLife’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) GrowLife has not altered its method of accounting, (iv) GrowLife has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) GrowLife has not issued any equity securities to any officer, director or affiliate, except pursuant to any existing Company stock option plans.  GrowLife does not have pending before the Commission any request for confidential treatment of information.  Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to GrowLife or its subsidiary or their respective businesses, properties, operations, assets or financial condition that would be required to be disclosed by GrowLife under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) trading day prior to the date that this representation is made.

k.

Title to Assets.   GrowLife has good  and marketable title to all of  its personal property, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances of any nature whatsoever, except for those that, individually or in the aggregate, do not have a Material Adverse Effect Except or as set forth on Schedule 8(k) attached hereto.  All said leases of GrowLife are valid and subsisting and in full force and effect. GrowLife does not own any real property.

l.

Actions Pending.  There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or other proceeding pending or, to the knowledge of GrowLife, threatened, against GrowLife which questions the validity of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. Except as disclosed in the Commission Documents, there is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or other proceeding  pending  or,  to  the  knowledge  of  GrowLife, threatened  against  or involving  GrowLife  or   any   of   their  respective  properties  or   assets,  which individually or in the aggregate, would have a Material Adverse Effect. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against GrowLife or any officers or directors of GrowLife in their capacities as such, which individually, or in the aggregate, would have a Material Adverse Effect.

m.

Compliance with Law.  The business of GrowLife has been and is presently being conducted in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances, except as set forth in the Commission Documents or such that, individually or in the aggregate, the noncompliance therewith would not have a Material Adverse Effect.  GrowLife has all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

n.

Taxes.  GrowLife has accurately prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of GrowLife for all current taxes and other charges to which GrowLife is subject and which are not currently due and payable.  None of the federal income tax returns of GrowLife have been audited by the Internal Revenue Service. GrowLife has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against GrowLife for any period, nor of any basis for any such assessment, adjustment or contingency.

o.

Certain Fees.   GrowLife has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with the Transaction Documents.

p.

Disclosure.    Except  with  respect  to  the  material  terms  and  conditions  of  the transactions contemplated by the Transaction Documents, GrowLife confirms that neither it nor any other Person acting on its behalf has provided any of CANX or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Commission Documents.  GrowLife understands and confirms that CANX will rely on the foregoing representation in effecting transactions in securities of GrowLife. All of the disclosure furnished by or on behalf of GrowLife to CANX regarding GrowLife and its subsidiaries, their respective businesses and the transactions contemplated hereby, including any disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. GrowLife acknowledges and agrees that CANX makes no nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in herein.

q.

Intellectual Property.   GrowLife and its subsidiary have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with its current business as described in the Commission Documents (collectively, the “Intellectual Property Rights”). Neither GrowLife nor its subsidiary has received a notice (written or otherwise) that any of the material Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the effective date of this Agreement.  Neither GrowLife nor any of its subsidiaries has received, since the date of the latest audited financial statements included within the Commission Documents, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person.  To the knowledge of GrowLife, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.   GrowLife and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.

r.

Books and Records; Sarbanes-Oxley; Internal Accounting Controls.   The books, records and documents of GrowLife accurately reflect in all material respects the information relating to the business of GrowLife, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable  of  GrowLife.    GrowLife maintains  a  system  of  internal  accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. GrowLife and its subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for GrowLife and its subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by GrowLife in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  GrowLife’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of GrowLife and its subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).  GrowLife presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the weaknesses of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of GrowLife that have adversely affected, or is reasonably likely to adversely affect, the internal control over financial reporting of GrowLife.

s.

Material Agreements.   Except for the Transaction Documents or as included as exhibits to the Commission Documents, GrowLife is not a party to any written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement, a copy of which would be required to be filed with the Commission (collectively, “Material Agreements”) if GrowLife was registering securities under the Securities Act.  GrowLife has in all material respects performed all the obligations required to be performed by it to date under the foregoing agreements, and GrowLife has not a notice of default and, to the best of GrowLife’s knowledge, it is not in default under any Material Agreement now in effect, the result of which could cause a Material Adverse Effect.

t.

Securities Act of 1933.  GrowLife has complied and will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Securities hereunder. Neither GrowLife nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy any of the Securities, or similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, or has taken or will take any action so as to bring the issuance and sale of any of the Securities under the registration provisions of the Securities Act and applicable state securities laws.  Neither GrowLife nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any of the Securities.

u.

Governmental Approvals.  Except for the filing of any notice prior or subsequent to the effective date of this Agreement that may be required under applicable state and/or federal securities laws (which if required, shall be filed on a timely basis), no authorization, consent, approval, license, exemption of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution or delivery of the CANX Warrants, the Warrant Shares, or for the performance by GrowLife of its obligations under the Transaction Documents.

v.

Application of Takeover Protections.   GrowLife and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under GrowLife’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to CANX as a result of CANX and GrowLife fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of GrowLife’s issuance of the Securities and CANX’ ownership of the Securities.

w.

Foreign Corrupt Practices.   Neither GrowLife nor to the knowledge of GrowLife, any agent or other Person acting  on behalf of  GrowLife,  has: (i)  directly  or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by GrowLife (or made by any Person acting on its behalf of which GrowLife is aware) which is in violation of law or (iv) violated in any material respect any provision of Foreign Corrupt Practices Act of 1977, as amended.

x.

No  Disagreements with  Accountants.   There are  no  disagreements of  any  kind presently existing between GrowLife and the accountants formerly or presently employed by GrowLife.

y.

Acknowledgment    Regarding    CANX’s    acquisition    of    Securities. GrowLife acknowledges and agrees that CANX is acting solely in the capacity of an arm’s length party with respect to the Transaction Documents and the transactions contemplated thereby. GrowLife further acknowledges CANX is not acting as a financial advisor or fiduciary of GrowLife (or in any similar capacity) with respect to the  Transaction  Documents  and  the  transactions  contemplated  thereby  and  any advice given by CANX or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to this Agreement.  GrowLife further represents to CANX  that  GrowLife’s  decision  to  enter  into  this  Agreement  and  the  other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by GrowLife and its representatives.

z.

Investment Company Act Status.  GrowLife is not, and as a result of and as of the effective date of this Agreement will not be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

aa.

Absence of Manipulation.  GrowLife has not, and to GrowLife’s knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of GrowLife to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the securities of GrowLife or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of GrowLife, in connection with the issuance of the Securities.

bb.

Office of Foreign Assets Control.  Neither GrowLife nor, to GrowLife's knowledge, any director, officer, agent, employee or affiliate of GrowLife is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

cc.

U.S. Real Property Holding Corporation. GrowLife is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and GrowLife shall so certify upon CANX’s request.

dd.

Money Laundering. The operations of GrowLife are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator  involving  GrowLife  with  respect  to  the  Money  Laundering  Laws  is pending or, to the knowledge of GrowLife, threatened.

ee.

Acknowledgement  Regarding  CANX’s   Trading   Activity.      Anything   in   this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by GrowLife that: (i) none of CANX has been asked by GrowLife to agree, nor has CANX agreed, to desist from purchasing or selling, long and/or short, securities of GrowLife, or “derivative” securities based on securities issued by GrowLife or to hold the Securities for any specified term; (ii) past or future open market or other transactions by CANX, specifically including, without limitation, short sales or “derivative” transactions, before or after the effective date of this Agreement of this or future private placement transactions, may negatively impact the market price of GrowLife’s publicly-traded securities; (iii) CANX, and counter- parties in “derivative” transactions to which CANX is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) CANX shall not be deemed to have any affiliation with or control over any arm’s length counter- party in any “derivative” transaction. GrowLife further understands and acknowledges that (y) CANX may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in GrowLife at and after the time that the hedging activities are being conducted.  GrowLife acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

gg.

Labor Relations.  No material labor dispute exists or, to the knowledge of GrowLife, is imminent with respect to any of the employees of GrowLife, which could reasonably be expected to result in a Material Adverse Effect.  None of GrowLife’s or its subsidiaries’ employees is a member of a union that relates to such employee’s relationship with GrowLife or such subsidiary, and neither GrowLife nor any of its subsidiaries is a party to a collective bargaining agreement, and GrowLife and its subsidiaries believe that their relationships with their employees are good.  To the knowledge of GrowLife, no executive officer of GrowLife or any of its subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non- competition  agreement,  or  any  other  contract  or  agreement  or  any  restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject GrowLife or any of its subsidiaries to any liability with respect to any of the foregoing matters.  GrowLife and its subsidiaries are in compliance with all United States. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

hh.

No  Disqualification  Events.    None  of  GrowLife,  any  of  its  predecessors,  any affiliated issuer, any director, executive officer, other officer of GrowLife participating in the offering, any beneficial owner of 20% or more of GrowLife’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with GrowLife in any capacity at the time of sale (each, a "Company Covered Person" and, together, "Company Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2)or (d)(3). GrowLife has exercised reasonable care to determine whetherany Company Covered Person is subject to a Disqualification Event.  GrowLife has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder.

ii.

Notice of Disqualification Events.  GrowLife will notify CANX in writing, prior to the effective date of this Agreement of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person.

a.

Organization and Standing of CANX.   CANX is a limited liability company duly incorporated or organized, validly existing and in good standing under the laws of the State of Nevada.

b.

Authorization and Power.  CANX has the requisite power and authority to enter into and perform the Transaction Documents and to acquire the CANX Warrants being issued to it hereunder. The execution, delivery and performance of the Transaction Documents by CANX and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of CANX or its Board of Directors, stockholders, or partners, as the case may be, is required. This Agreement has been duly  authorized,  executed  and   delivered  by   CANX.   The  other  Transaction Documents constitute, or shall constitute when executed and delivered, valid and binding obligations of CANX enforceable against CANX in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application. 

c.

Acquisition for Investment.  CANX is acquiring the CANX Warrants solely for its own account for the purpose of investment and not with a view to or for sale in connection with the distribution thereof. CANX does not have a present intention to sell any of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities to or through any Person. CANX acknowledges that it (i) has such knowledge and experience in financial and business matters such that CANX is capable of evaluating the merits and risks of its investment in GrowLife, (ii) is able to bear the financial risks associated with an investment in the Securities, and (iii) has been given full access to such records of GrowLife and to the officers of GrowLife as it has deemed necessary or appropriate to conduct its due diligence investigation.

d.

General.    CANX  understands that  the  Securities are  being  offered  and  sold  in reliance on a transactional exemption from the registration requirements of United States federal and state securities laws and GrowLife is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of CANX set forth herein in order to determine the availability of such exemptions and the suitability of CANX to acquire the Securities. CANX understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. 

h.

Furnishing of Information; Public Information.   Until the later of the time that (i) CANX owns no Securities or (ii) the Warrants have expired, GrowLife covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by GrowLife after the date hereof pursuant to the Exchange Act even if GrowLife is not then subject to the reporting requirements of the Exchange Act.

i.

Subsequent Equity Sales.  Intentionally deleted.

j.

Conversion and Exercise Procedures.    Each of  the  form  of  Notice  of  Exercise included in the Warrants sets forth the totality of the procedures required of CANX in order to exercise the Warrants.  No additional legal opinion, other information or instructions shall be required of CANX to exercise or sell their Warrants.  GrowLife shall honor exercises and sales of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

a.

Accuracy of CANX’s Representations and Warranties.   The representations and warranties of CANX shall be true and correct in all material respects as of the date when made and as of the effective date of this Agreement as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

b.

Performance by CANX.  CANX shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by CANX at or prior to the effective date of this Agreement.

c.

No  Injunction.    No  statute,  rule,  regulation,  executive  order,  decree,  ruling  or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

d.

Delivery of Transaction Documents. The Transaction Documents to which CANX is a party shall have been duly executed and delivered by CANX to GrowLife.

a.

Accuracy of GrowLife’s Representations and Warranties. Each of the representations and warranties of GrowLife in the Transaction Documents shall be true and correct in all material respects as of the effective date of this Agreement, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

b.

Performance by GrowLife.  GrowLife shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by GrowLife at or prior to the effective date of this Agreement.

d.

No  Injunction.    No  statute,  rule,  regulation,  executive  order,  decree,  ruling  or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

e.

No Proceedings or Litigation.  No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against GrowLife, or any of the officers, directors or affiliates of GrowLife, seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

f.

Secretary’s  Certificate.    GrowLife  shall  have  delivered  to  CANX  a  secretary’s certificate, dated as of the effective date of this Agreement, as to (i) resolutions adopted by the Board of Directors of GrowLife, (ii) the Articles and the Bylaws, each as in effect at the effective date of this Agreement, and (iii) the authority and incumbency of the officers of GrowLife executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

g.

Officer’s Certificate.  On the effective date of this Agreement, GrowLife shall have delivered to CANX a certificate of an executive officer of GrowLife, dated as of the effective date of this Agreement, confirming the accuracy of GrowLife’s representations, warranties and covenants as of the effective date of this Agreement and confirming the compliance by GrowLife with the conditions precedent set forth in this Agreement as of the effective date of this Agreement.

h.

Fees and Expenses. As of the effective date of this Agreement, all fees and expenses required to  be  paid  by  GrowLife  shall  have  been  or  authorized to  be  paid  by GrowLife as of the effective date of this Agreement.

i.

Registration Rights Agreement.   As of the effective date of this Agreement, the parties shall have entered into the Registration Rights Agreement in the Form of Exhibit C attached hereto.

j.

Board Resolutions.  As of the effective date of this Agreement, GrowLife shall have delivered certified resolutions of the GrowLife board of directors approving this Agreement, and all of the transactions contemplated herein, including, without limitation, the OGI Director, the OGI nomination of Successor CEOs, and Minimum Increase of Authorized Shares.

k. 

Material Adverse Effect. No Material Adverse Effect shall have occurred.

l.

Opinion of Counsel.  Counsel to GrowLife shall have delivered to CANX an opinion of counsel satisfactory to CANX, acting reasonably, regarding: (A) the validity of the incorporation of GrowLife, (B) the good standing of GrowLife with respect to the filing of annual reports and the validity of the issue and full payment of the Securities, and (C) as to the due authorization, execution and delivery of this Agreement, (D) the capital of GrowLife, (E) non-contravention and no breach of laws or the articles or bylaws of GrowLife, or any contract or agreement to which GrowLife is a party, as a result of the execution, delivery and performance of this Agreement by GrowLife, (F) no “anti-takeover” laws (including, without limitation, Section 203 of the Delaware corporate code) are triggered by the execution and performance of this Agreement, and (G) the enforceability of this Agreement.

a.

Disclosure of Terms of Agreement by OGI and/or CANX.  OGI and CANX agree that they will not engage in any discussion or reveal information contained in this Agreement  with  anyone  outside  of  its  privileged  communications  within  OGI, CANX and their current and prospective officers, directors and contracted professionals, and investors, and to such extent only on a need to know basis.

b.

Disclosure  of  Terms  of  Agreement  by  GrowLife.    The  Parties  understand  that GrowLife is a publicly-traded company subject to various disclosure requirements under Federal and State securities laws. GrowLife agrees that prior to issuing a public a press release that includes information about OGI and/or any of its affiliates; it will submit a copy of such press release to OGI together with a request for OGI approval, which such request shall not be unreasonably withheld.

a.

Notice.  Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other Party hereto shall be in writing and shall be given by facsimile, personal delivery, overnight delivery electronic mail delivery, or mailed by registered or certified mail, postage prepaid, with return receipt requested, to the following addresses:

j. 

Time of Essence.     Time is of  the essence of  each and every provision of  this Agreement.