Hydrofarm Holdings Group, Inc. [·] shares of common stock Underwriting AgreementHydrofarm Holdings Group, Inc. • December 1st, 2020 • Wholesale-miscellaneous nondurable goods • New York
Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] shares of common stock, par value $0.0001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Hydrofarm Holdings Group, Inc. [●] shares of common stock Underwriting AgreementUnderwriting Agreement • April 26th, 2021 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of common stock, par value $0.0001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of April 3. 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), ENCINA BUSINESS CREDIT, LLC, a Delaware limited liability company. as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity. “Agent”), and HYDROFARM, LLC, a California limited liability company, SUNBLASTER LLC, a Delaware limited liability company, SUNBLASTER HOLDINGS ULC, a British Columbia unlimited liability company, and EDDI'S WHOLESALE GARDEN SUPPLIES LTD., a British Columbia company and HYDROFARM CANADA, LLC, a Delaware limited liability company (each a "Borrower'' and collectively the "Borrowers"), and HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Holdings”). and EHH HOLDINGS, LLC a Delaware limited liability company “EHH”
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of [ ], 2018 (the “Effective Date”) between Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
THIS LOAN AND SECURITY AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, restated, and/or otherwise modified from time to time, this “Agreement ”) is dated as of May 12, 2017, among HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Initial Borrower” or “Holdings”; immediately upon consummation of the Closing Date Acquisition and execution of the Assumption Agreement, Initial Borrower shall be succeeded as a Borrower hereunder by Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), EHH Holdings, LLC, a Delaware limited liability company (“EHH”), SunBlaster LLC, a Delaware limited liability company (“SunBlaster”), and WJCO LLC, a Colorado limited liability company (“WJCO”)), the other parties from time to time signatory hereto as Obligors, the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (in such
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • London
This CREDIT AGREEMENT effective as of the 12th day of May, 2017, by and among HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Initial Borrower” or “Holdings”; immediately upon consummation of the Hydrofarm Acquisition and execution of the Assumption Agreement, Initial Borrower shall be succeeded as a Borrower hereunder by HYDROFARM, LLC, a California limited liability company (“Hydrofarm”), WJCO LLC, a Colorado limited liability company (“WJCO”), EHH HOLDINGS, LLC (“EHH”), a Delaware limited liability company and SUNBLASTER, LLC, a Delaware limited liability company (“SunBlaster”)), the other Loan Parties party hereto, the Lenders now or hereafter parties hereto, and BRIGHTWOOD LOAN SERVICES LLC, in its capacity as Administrative Agent for the Lenders.
HYDROFARM HOLDINGS GROUP, INC.Unit Award Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • California
In exchange for good and valuable consideration set forth in that certain Offer Letter (the “Offer Letter”), dated as of [ ] between the undersigned, ______________ (“Employee”) and Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), the sufficiency of which is hereby acknowledged, Employee, on behalf of himself, his executors, heirs, administrators, assigns and anyone else claiming by, through or under Employee, irrevocably and unconditionally, releases, and forever discharges Hydrofarm, its predecessors, successors and related and affiliated entities, including parents and subsidiaries, and each of their respective directors, officers, managers, shareholders, members, employees, attorneys, insurers, agents and representatives (collectively, the “Company”), from, and with respect to, any and all debts, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities, and expenses (including attorney
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTAnd Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is dated as of November 26, 2019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender"), ENCINA BUSINESS CREDIT, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), and HYDROFARM, LLC, a California limited liability company, SUNBLASTER LLC, a Delaware limited liability company, SUNBLASTER HOLDINGS ULC, a British Columbia unlimited liability company, and EDDI'S WHOLESALE GARDEN SUPPLIES LTD., a British Columbia company and HYDROFARM CANADA, LLC, a Delaware limited liability company (each a "Borrower" and collectively the "Borrowers"), and HYDROFARM HOLDINGS LLC, a Delaware limited liability company ("Holdings"), and EHH HOLDINGS, LLC a Delaware limited liability company (
Securities Purchase Agreement among Hydrofarm Holdings Group, Inc., Gotham Properties LLC, Aurora Innovations Inc., Aurora International, Inc., and The Equityholders Dated as of June 17, 2021Securities Purchase Agreement • June 21st, 2021 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • Delaware
This Securities Purchase Agreement (the “Agreement”) is entered into as of June 17, 2021 (the “Effective Date”), by and among Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Buyer”), Gotham Properties LLC, an Oregon limited liability company (“Gotham Properties”), Aurora Innovations Inc., an Oregon corporation (“Aurora Innovations”), Aurora International, Inc., an Oregon corporation (“Aurora International” and, together with Gotham Properties and Aurora Innovations, the “Acquired Companies,” and each individually, an “Acquired Company”), and the Persons identified as equityholders on the signature pages hereto (collectively, the “Equityholders” and each individually a “Equityholder”). The Buyer, the Acquired Companies and the Equityholders are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” To the extent that capitalized terms are not defined in the text of this Agreement, such terms have the meanings set forth in Exhibit A hereto.
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is dated as of September 30, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender"), ENCINA BUSINESS CREDIT, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity,"Agent"), and HYDROFARM, LLC, a California limited liability company, SUNBLASTER LLC, a Delaware limited liability company, SUNBLASTER HOLDINGS ULC, a British Columbia unlimited liability company, and EDDI'S WHOLESALE GARDEN SUPPLIES LTD., a British Columbia company and HYDROFARM CANADA, LLC, a Delaware limited liability company (each a "Borrower" and collectively the "Borrowers"), and HYDROFARM HOLDINGS LLC, a Delaware limited liability company ("Holdings"), and EHH HOLDINGS, LLC a Delaware limited liability company ("
CREDIT AGREEMENT DATED MAY 12, 2017 and BY AND AMONG HYDROFARM HOLDINGS LLC (to be succeeded as a Borrower by Hydrofarm, LLC, WJCO LLC, EHH Holdings, LLC and SunBlaster LLC), as Initial Borrower, THE OTHER LOAN PARTIES WHICH ARE PARTY HERETO, THE...Credit Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • London
This CREDIT AGREEMENT effective as of the 12th day of May, 2017, by and among HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Initial Borrower” or “Holdings”; immediately upon consummation of the Hydrofarm Acquisition and execution of the Assumption Agreement, Initial Borrower shall be succeeded as a Borrower hereunder by HYDROFARM, LLC, a California limited liability company (“Hydrofarm”), WJCO LLC, a Colorado limited liability company (“WJCO”), EHH HOLDINGS, LLC (“EHH”), a Delaware limited liability company and SUNBLASTER, LLC, a Delaware limited liability company (“SunBlaster”)), the other Loan Parties party hereto, the Lenders now or hereafter parties hereto, and BRIGHTWOOD LOAN SERVICES LLC, in its capacity as Administrative Agent for the Lenders.
HYDROFARM HOLDINGS GROUP, INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 16th, 2021 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • Delaware
Pursuant to your Amended and Restated Restricted Stock Unit Award Notice (the “Restated Award Notice”) and this Amended and Restated Restricted Stock Unit Award Agreement (this “Agreement”), Hydrofarm Holdings Group, Inc. (the “Company”) has granted you a Restated Restricted Stock Unit Award (the “Restated Award”) for the number of Restricted Stock Units indicated in the Restated Award Notice.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 3rd, 2021 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • British Columbia
This Share Purchase Agreement (this “Agreement”) dated as of July 30, 2021 (the “Execution Date”), is entered into by and among Greenstar Plant Products Inc., a Canadian company (the “Company”), GSPP Investments Inc. (“GSPP”), Funance Productions Corp., and Michael Nemirow (each, a “Seller” and, collectively, “Sellers”), 13213684 Canada Ltd., a Canadian company (the “Buyer”), and Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Guarantor”). Each capitalized term used but not defined in this Agreement shall have the meaning given to it in Exhibit A.
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods
This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this "Amendment"), dated as of October 15, 2019, is entered into by and among Hydrofarm Holdings LLC, a Delaware limited liability company ("Holdings"), Hydrofarm, LLC, a California limited liability company ("Hydrofarm"), EHH Holdings, LLC ("EHH''), a Delaware limited liability company, and SunBlaster, LLC, a Delaware limited liability company ("SunBlaster", and together with Hydrofarm and EHH, collectively, the "Borrowers"), the lenders party to the Credit Agreement referred to below (collectively, the "Lenders" and each individually a "Lender") that are signatories hereto, and Brightwood Loan Services LLC, in its capacity as Administrative Agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement (as defined below).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of May 30, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), ENCINA BUSINESS CREDIT, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and HYDROFARM, LLC, a California limited liability company, SUNBLASTER LLC, a Delaware limited liability company, SUNBLASTER HOLDINGS ULC, a British Columbia unlimited liability company, and EDDI’S WHOLESALE GARDEN SUPPLIES LTD., a British Columbia company and HYDROFARM CANADA, LLC, a Delaware limited liability company (each a "Borrower" and collectively the "Borrowers"), and HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Holdings”), and EHH HOLDINGS, LLC a Delaware limited liability company (“EHH”)
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2023 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 31, 2023, is entered into by and among HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation (“Company”), HYDROFARM, LLC, a California limited liability company (“HYD”), FIELD 16, LLC, a Delaware limited liability company (“F16”), INNOVATIVE GROWERS EQUIPMENT, INC., an Illinois corporation, (“IGE”), MANUFACTURING & SUPPLY CHAIN SERVICES, INC., a Delaware corporation (“MSCSI”, and together with the Company, HYD, F16, IGE, and any other Person incorporated under the laws of a jurisdiction located in the U.S. who is joined as a Borrower in accordance with the terms of the Credit Agreement referred to below is referred to hereinafter, each individually, as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), HYDROFARM INVESTMENT CORP., a Delaware corporation (“HIC”), HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“HHL”), EHH HOLDINGS, LLC, a Delaware limite
SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 27, 2019 (this "Seventh Amendment"), is made and entered into by and among HYDROFARM HOLDINGS LLC, a Delaware limited liability company ("Holdings"), HYDROFARM, LLC, a California limited liability company ("Hydrofarm"), EHH HOLDINGS, LLC, a Delaware limited liability company ("EHH"), and SUNBLASTER LLC, a Delaware limited liability company ("SunBlaster" and together with Hydrofarm and EHH, each, a "U.S. Borrower" and collectively, the "U.S. Borrowers"), HYDROFARM CANADA, LLC, a Delaware limited liability company ("Hydrofarm Canada"), EDDI'S WHOLESALE GARDEN SUPPLIES LTD., a British Columbia company ("Eddi") and SUNBLASTER HOLDINGS ULC, a British Columbia unlimited liability company ("Sunblaster Canada"; together with GSD and Eddi, each, a "Canadian Borrower" and collectively, the "Canadian Borrowers"; and together with U.S. Borrowers, each a "Borrower" and collectively, the "Borrowers" and toge
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This AMENDMENT NO. 1 FORBEARANCE AGREEMENT, dated as of July 16, 2018 (this “Amendment”), is made and entered into by and among Hydrofarm Holdings LLC, a Delaware limited liability company (“Holdings”), Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), WJCO LLC, a Colorado limited liability company (“WJCO”), EHH Holdings, LLC (“EHH”), a Delaware limited liability company, and SunBlaster, LLC, a Delaware limited liability company (“SunBlaster”, and together with Hydrofarm, WJCO and EHH, collectively, the “Borrowers”), Hydrofarm Canada, LLC, a Delaware limited liability company, as a Guarantor, the lenders party to the Credit Agreement referred to below (collectively, the “Lenders” and each individually a “Lender”) that are signatories hereto, and Brightwood Loan Services LLC, in its capacity as Administrative Agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Forbearance Agreement
FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENTForbearance Agreement and Amendment • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT, dated as of May 18, 2018 (this “Agreement”), is made and entered into by and among Hydrofarm Holdings LLC, a Delaware limited liability company (“Holdings”), Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), WJCO LLC, a Colorado limited liability company (“WJCO”), EHH Holdings, LLC (“EHH”), a Delaware limited liability company, and SunBlaster, LLC, a Delaware limited liability company (“SunBlaster”, and together with Hydrofarm, WJCO and EHH, collectively, the “Borrowers”), Hydrofarm Canada, LLC, a Delaware limited liability company, as a Guarantor, the lenders party to the Credit Agreement referred to below (collectively, the “Lenders” and each individually a “Lender”) that are signatories hereto, and Brightwood Loan Services LLC, in its capacity as Administrative Agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Credi
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of March 15, 2019 (this “Fourth Amendment”), is made and entered into by and among HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Holdings”), HYDROFARM, LLC, a California limited liability company (“Hydrofarm”), EHH HOLDINGS, LLC, a Delaware limited liability company (“EHH”), and SUNBLASTER LLC, a Delaware limited liability company (“SunBlaster” and together with Hydrofarm and EHH, each, a “U.S. Borrower” and collectively, the “U.S. Borrowers”), HYDROFARM CANADA, LLC, a Delaware limited liability company (“Hydrofarm Canada”), EDDI’S WHOLESALE GARDEN SUPPLIES LTD., a British Columbia company (“Eddi”)) and SUNBLASTER HOLDINGS ULC, a British Columbia unlimited liability company (“Sunblaster Canada”; together with GSD and Eddi, each, a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers” and toge
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This INTERCREDITOR AGREEMENT, dated as of July 11, 2019, is entered into by and between ENCINA BUSINESS CREDIT, LLC, in its capacity as Revolving Loan Agent (as hereinafter defined), and BRIGHTWOOD LOAN SERVICES LLC, a Delaware limited liability company, in its capacity as Term Loan Agent (as hereinafter defined).
UNIT PURCHASE AND CONTRIBUTION AGREEMENTUnit Purchase and Contribution Agreement • April 26th, 2021 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • Delaware
This Unit Purchase and Contribution Agreement (this “Agreement”) dated as of April 26, 2021 (the “Effective Date”), is entered into by and among Field 16, LLC, a Delaware limited liability company (the “Company”), F16 Holding LLC, a California limited liability company (the “Seller”), the members of the Seller, each of which is listed on the signature page hereto (each, a “Member” and, collectively, “Members”), and Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Buyer”). Each capitalized term used but not defined in this Agreement shall have the meaning given to it in Exhibit A.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of November 8, 2017 HYDROFARM HOLDINGS LLC, as Holdings HYDROFARM, LLC, WJCO LLC, EHH HOLDINGS, LLC, SUNBLASTER LLC, as U.S. Borrowers, GS DISTRIBUTION INC., SUNBLASTER HOLDINGS ULC, and EWGS...Loan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, restated, and/or otherwise modified from time to time, this “Agreement”) is dated as of November 8, 2017, among HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Holdings”), HYDROFARM, LLC, a California limited liability company (“Hydrofarm”), EHH HOLDINGS, LLC, a Delaware limited liability company (“ EHH”), SUNBLASTER LLC, a Delaware limited liability company (“SunBlaster”), and WJCO LLC, a Colorado limited liability company (“WJCO”; together with Hydrofarm, EHH, SunBlaster and any other party joined hereto as a U.S. Borrower, each, a “U.S. Borrower” and collectively, the “U.S. Borrowers”), GS DISTRIBUTION INC., a British Columbia company (“GSD”), EWGS DISTRIBUTION INC., a British Columbia company (“EWGS”; immediately upon consummation of the Share Acquisition and execution of the Assumption Agreement, EWGS shall be succeeded as a C
HYDROFARM, LLCInformation and Inventions Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • California
In exchange for good and valuable consideration set forth in that certain Offer Letter (the “Offer Letter”), dated as of [ ] between the undersigned, ______________ (“Employee”) and Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), the sufficiency of which is hereby acknowledged, Employee, on behalf of himself, his executors, heirs, administrators, assigns and anyone else claiming by, through or under Employee, irrevocably and unconditionally, releases, and forever discharges Hydrofarm, its predecessors, successors and related and affiliated entities, including parents and subsidiaries, and each of their respective directors, officers, managers, shareholders, members, employees, attorneys, insurers, agents and representatives (collectively, the “Company”), from, and with respect to, any and all debts, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities, and expenses (including attorney
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which A.G.P./Alliance Global Partners, a California corporation (“AGP”), as lead placement agent and Aegis Capital Corp., a New York corporation which does business from time to time under the name SternAegis Ventures, as co- placement agent (“Aegis”), both registered broker-dealers and members of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter together, unless the context otherwise requires, the “Placement Agent”), shall be engaged by Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Issuer”), and Hydrofarm Investment Corp., a Delaware corporation (“Hydrofarm” or “Operating Company”) to act as exclusive Placement Agent in connection with the private placement (the “Offering”), of units of securities of the Issuer (“Units”), priced at $2.50 per Unit, with each Unit consisting of (i) one (1) share of common stock, par value $0.0001 (“Common Stock” or “Shares”) and (ii) one warrant (each
STOCK PURCHASE AGREEMENT dated as of May 21, 2021 by and among HOUSE & GARDEN HOLDINGS, LLC, HOUSE & GARDEN, INC., HUMBOLDT WHOLESALE, INC., ALLIED IMPORTS & LOGISTICS, INC., SOUTH COAST HORTICULTURAL SUPPLY, INC., THE SELLERS and STEVEN MULLER, as...Stock Purchase Agreement • May 26th, 2021 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • California
This Stock Purchase Agreement (as this Agreement may be amended from time to time in accordance with its terms, this “Agreement”), dated as of May 21, 2021 (the “Effective Date”), is entered into by and among House & Garden Holdings, LLC, a Delaware limited liability company (“Buyer”), House & Garden, Inc., a Nevada corporation (“H&G”), Humboldt Wholesale, Inc., a California corporation (“HW”), Allied Imports & Logistics, Inc., a California corporation (“Allied”), South Coast Horticultural Supply, Inc., a California corporation (“SC” and together with H&G, HW and Allied, each a “Company” and collectively, the “Companies”), the stockholders of H&G each of which is set forth on the signature pages attached hereto (each an “H&G Seller” and collectively, the “H&G Sellers”), the shareholders of HW each of which is set forth on the signature pages attached hereto (each an “HW Seller” and collectively, the “HW Sellers”), the shareholders of Allied each of which is set forth on the signature p
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among HYDROFARM HOLDINGS GROUP, INC. as Parent HYDROFARM MERGER SUB, INC. as Merger Sub and HYDROFARM INVESTMENT CORP. as the Company dated as of August 28, 2018 AMENDED AND RESTATED AGREEMENT AND PLAN...Agreement and Plan of Merger • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”), is entered into as of August 28, 2018, by and among (a) Hydrofarm Investment Corp., a Delaware corporation (the “Company”), (b) Hydrofarm Holdings Group, Inc., a Delaware corporation (“Parent”), and (c) Hydrofarm Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 7.01 hereof. This Agreement amends and restates that certain Agreement and Plan of Merger, dated August 3, 2018, among the parties hereto.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • London
This CREDIT AGREEMENT effective as of the 12th day of May, 2017, by and among HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Initial Borrower” or “Holdings”; immediately upon consummation of the Hydrofarm Acquisition and execution of the Assumption Agreement, Initial Borrower shall be succeeded as a Borrower hereunder by HYDROFARM, LLC, a California limited liability company (“Hydrofarm”), WJCO LLC, a Colorado limited liability company (“WJCO”), EHH HOLDINGS, LLC (“ EHH”), a Delaware limited liability company and SUNBLASTER, LLC, a Delaware limited liability company (“SunBlaster”)), the other Loan Parties party hereto, the Lenders now or hereafter parties hereto, and BRIGHTWOOD LOAN SERVICES LLC, in its capacity as Administrative Agent for the Lenders.
HYDROFARM HOLDINGS GROUP, INC.Unit Award Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • California
In exchange for good and valuable consideration set forth in that certain Offer Letter (the “Offer Letter”), dated as of [ ] between the undersigned, ______________ (“Employee”) and Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), the sufficiency of which is hereby acknowledged, Employee, on behalf of himself, his executors, heirs, administrators, assigns and anyone else claiming by, through or under Employee, irrevocably and unconditionally, releases, and forever discharges Hydrofarm, its predecessors, successors and related and affiliated entities, including parents and subsidiaries, and each of their respective directors, officers, managers, shareholders, members, employees, attorneys, insurers, agents and representatives (collectively, the “Company”), from, and with respect to, any and all debts, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities, and expenses (including attorney
FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTForbearance Agreement and First • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of May 18, 2018 (this “Agreement”), is made and entered into by and among HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Holdings”), HYDROFARM, LLC, a California limited liability company (“Hydrofarm”), EHH HOLDINGS, LLC, a Delaware limited liability company (“EHH”), SUNBLASTER LLC, a Delaware limited liability company (“SunBlaster”), and WJCO LLC, a Colorado limited liability company (“WJCO”; together with Hydrofarm, EHH, SunBlaster, each, a “U.S. Borrower” and collectively, the “U.S. Borrowers”), HYDROFARM CANADA, LLC, a Delaware limited liability company (“Hydrofarm Canada”), GS DISTRIBUTION INC., a British Columbia company (“GSD”), EDDI’S WHOLESALE GARDEN SUPPLIES LTD., a British Columbia company (“Eddi”)) and SUNBLASTER HOLDINGS ULC, a British Columbia unlimited liability company (“Sunblaster Canada”; together with GSD and Eddi, each, a “Canadian Borrower” a
HYDROFARM HOLDINGS GROUP, INC. AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • Delaware
This Amendment No. 1 to the Investor Rights Agreement (the “Amendment Agreement”) is entered into as of November 10, 2020 by and among Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms not herein defined shall have the meanings ascribed to them in the IRA (as defined below).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of May 29, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), ENCINA BUSINESS CREDIT, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and HYDROFARM, LLC, a California limited liability company, SUNBLASTER LLC, a Delaware limited liability company, SUNBLASTER HOLDINGS ULC, a British Columbia unlimited liability company, and EDDI’S WHOLESALE GARDEN SUPPLIES LTD., a British Columbia company and HYDROFARM CANADA, LLC, a Delaware limited liability company (each a "Borrower" and collectively the "Borrowers"), and HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Holdings”), and EHH HOLDINGS, LLC a Delaware limited liability company (“EHH”
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • July 3rd, 2023 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
CREDIT AND GUARANTY AGREEMENT, dated as of October 25, 2021 (the “Agreement”), by and among Hydrofarm Holdings Group, Inc. (the “Company” or the “Borrower”), the Subsidiaries of the Borrower party hereto from time to time (each a “Guarantor” and collectively the “Guarantors”), the banks and financial institutions party hereto from time to time as Lenders (as defined herein), JPMorgan Chase Bank, N.A., as collateral agent for the Lenders and the other Secured Parties (as defined herein) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.
INVESTOR RIGHTS AGREEMENT OF HYDROFARM HOLDINGS GROUP, INC.Investor Rights Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • Delaware
This INVESTOR RIGHTS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of August 28, 2018 (the “Effective Date”), by and among Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
