GROWLIFE, INC. (OTCMKTS:PHOT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On February 1, 2017, GrowLife, Inc., a Delaware corporation (the
Company), closed the transactions described below with Chicago
Venture Partners, L.P. (Chicago Venture).

Securities Purchase Agreement, Secured Promissory Notes,
Membership Interest Pledge Agreement and Security
Agreement

On January 9, 2017, the Company executed the following agreements
with Chicago Venture: (i) Securities Purchase Agreement; (ii)
Secured Promissory Notes; (iii) Membership Interest Pledge
Agreement; and (iv) Security Agreement (collectively the Chicago
Venture Agreements). The Chicago Venture Agreements are attached
hereto, collectively, as Exhibit 10.1, and incorporated herein by
this reference. The Company entered into the Chicago Venture
Agreements with the intent of paying its debt, in full, to TCA
Global Credit Master Fund, LP (TCA), which included any TCA
affiliates.

The total amount of funding under the Chicago Venture Agreements
is $1,105,000.00 (the Debt). Each Convertible Promissory Note
carries an original issue discount of $100,000 and a transaction
expense amount of $5,000, for total debt of $1,105,000. The
Company agreed to reserve 500,000,000 of its shares of common
stock for issuance upon conversion of the Debt, if that occurs in
the future. If not converted sooner, the Debt is due on or before
January 9, 2018. The Debt carries an interest rate of ten percent
(10%). The Debt is convertible, at Chicago Ventures option, into
the Companys common stock at $0.009 per share subject to
adjustment as provided for in the Secured Promissory Notes
attached hereto and incorporated herein by this reference. As of
the date of this report on Form 8-K, Chicago Venture has funded
the entire amount of the Debt.

Chicago Ventures obligation to fund the Debt was secured by
Chicago Ventures 60% interest in Typenex Medical, LLC, an
Illinois corporation, as provided for in the Membership Pledge
Agreement attached hereto and incorporated herein by this
reference.

The Companys obligation to pay the Debt, or any portion thereof,
is secured by all of the Companys assets as described in Schedule
A to the Security Agreement attached hereto and incorporated
herein by this reference.

Payment of All TCA Obligations

On January 10, 2017, Chicago Venture, at the Companys
instruction, remitted funds of $1,495,901 to TCA in order to
satisfy all debts to TCA. On or around January 11, 2017, the
Company was notified by TCA that $13,540 were due to TCA in order
for TCA to release its security interest in the Companys assets.
On February 1, 2017, TCA notified the Company that all funds were
received and TCA would release its security interest in Companys
assets. TCA has confirmed that it is paid in full and the Company
is not aware of any other obligations that the Company has as to
TCA. The funds received under the Chicago Venture Agreements and
previous Chicago Venture Ageements were used to pay-off TCA.

The foregoing descriptions of the Chicago Venture Agreements are
qualified in their entirety by reference to the full text of the
agreements, copies of which are collectively attached to this
Current Report on Form 8-K as Exhibit 10.1 and incorporated by
reference into this Item 1.01.

Item 8.01 Other Events.

On May 5, 2016. the Company announced a non-binding letter of
intent to acquire Go Green Hydroponics, a California hydroponics
supply retailer, from TCA. There was no guarantee that the
Company would close the acquisition of Go Green The non-binding
letter of intent has expired and the Company does not expect to
close the acquisition of Go Green Hydroponics.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

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About GROWLIFE, INC. (OTCMKTS:PHOT)

GrowLife, Inc. (GrowLife) provides goods, including media (farming soil), hydroponics equipment, organic plant nutrients, and various other products to specialty grow operations across the United States. The Company primarily sells through its subsidiary, GrowLife Hydroponics, Inc. In addition to the promotion and sales of GrowLife owned brands, GrowLife distributes and sells over 3,000 products through its e-commerce distribution channel, Greners.com, and through its regional retail storefronts. The Company serves a community of commercial and urban cultivators growing specialty crops, including organics, greens and plant-based medicines. Indoor growing techniques are used to cultivate plant-based medicines. The Company holds rights in approximately 30 Website addresses related to its business, such as www.growlifeinc.com, www.growlifeeco.com, www.stealthgrow.com and www.greners.com.

GROWLIFE, INC. (OTCMKTS:PHOT) Recent Trading Information

GROWLIFE, INC. (OTCMKTS:PHOT) closed its last trading session 00.0000 at 0.0124 with 8,977,356 shares trading hands.