REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2007 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 4, 2007, between Aerogrow International, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2013 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of April 22, 2013 between AeroGrow International, Inc., a Nevada corporation (the “Company”), and Chris Hagedorn (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT AEROGROW INTERNATIONAL, INC.AeroGrow International, Inc. • September 5th, 2007 • Retail-building materials, hardware, garden supply
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aerogrow International, Inc., a Nevada corporation (the “Company”), up to [______] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • May 23rd, 2008 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
THIS BUSINESS LOAN AGREEMENT dated May 16, 2008, is made and executed between AEROGROW INTERNATIONAL, INC.; and JACK J. WALKER ("Borrower") and First National Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting. renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2007 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 28, 2007, by and among AeroGrow International, Inc., a Nevada corporation with headquarters located at 6075 Longbow Drive, Suite 200, Boulder, Colorado 80301 (the "Company"), and the undersigned buyers (each, an "Investor", and collectively, the "Investors" as listed on Exhibit A).
AeroGrow International, Inc. Investor Rights AgreementInvestor Rights Agreement • July 6th, 2009 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
This Investor Rights Agreement (the “Agreement”) is entered into as of the ___ day of June, 2009 by and among AeroGrow International, Inc., a Nevada corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • December 4th, 2020 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Ohio
THIS TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 21, 2019, is made by and among AEROGROW INTERNATIONAL, INC., a Nevada corporation (the “Borrower”), and THE SCOTTS COMPANY LLC, an Ohio limited liability company (the, “Lender”).
ContractAeroGrow International, Inc. • March 7th, 2006 • Lawn & garden tractors & home lawn & gardens equip • Nevada
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND SUCH STATE LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH THE COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF SUCH SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.
FCC, LLC d/b/a First CapitalAeroGrow International, Inc. • February 17th, 2010 • Retail-building materials, hardware, garden supply • Oklahoma
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2012 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
This Employment Agreement (the “Agreement”), dated as of March 4, 2012, (the “Effective Date”) is by and between AeroGrow International, Inc., a Nevada corporation (the “Company”), and H. MacGregor Clarke (the “Executive”).
ESCROW AND ACCOUNT CONTROL AGREEMENTEscrow and Account Control Agreement • September 18th, 2012 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
This Escrow and Account Control Agreement (this “Agreement”) is entered into as of September 6, 2012, by and among AeroGrow International, Inc. (the “Company”), and First Western Trust Bank (in its capacity as escrow holder and Escrow Agent, the “Escrow Agent”).
AGREEMENT AND PLAN OF MERGER by and among AEROGROW INTERNATIONAL, INC., SMG GROWING MEDIA, INC. and AGI ACQUISITION SUB, INC. Dated as of November 11, 2020Agreement and Plan of Merger • November 12th, 2020 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 11, 2020, is entered into by and among AeroGrow International, Inc., a Nevada corporation (the “Company”), SMG Growing Media, Inc., an Ohio corporation (“Parent”), and AGI Acquisition Sub, Inc., a Nevada corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
PLACEMENT AGREEMENT May 27, 2005Placement Agreement • November 4th, 2005 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Colorado
AeroGrow International, Inc. ("Company") proposes to offer, offer for sale and sell up to $3,000,000 of securities, consisting of 300 units ("Units") at an offering price of $10,000 per Unit, to accredited investors. Each Unit will be comprised of a 10% unsecured convertible promissory note in the principal amount of $10,000 due June 30, 2006 ("Note") and 2,000 five-year warrants, each warrant providing for the purchase of one share of the Company's common stock at the exercise price of $5.01 per share ("Warrants").
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Nevada
Employment Agreement (the “Agreement”), dated as of March 1, 2006, by and between AeroGrow International, Inc., a Nevada corporation (the “Company”), and W. Michael Bissonnette (“Employee”).
GUARANTY AGREEMENTGuaranty Agreement • October 21st, 2011 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
THIS GUARANTY AGREEMENT (this “Guaranty”) dated as of the __ day of October, 2011, is from Jack J. Walker, J. Michael Wolfe and H. MacGregor Clarke (each a “Guarantor” and collectively "Guarantors"), to and for the benefit of the persons listed on Schedule A to this Agreement, as holders of Series 2011CC 17% Secured Promissory Notes of AeroGrow International, Inc., a Nevada corporation (“Borrower”), collectively (“Lenders”). Each of the Lenders is intended to be an express direct beneficiary of the guaranties contained herein.
WAIVERWaiver • February 17th, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Oklahoma
This Waiver (the "Waiver") is made and entered into this 19th day of November, 2009 by and between AeroGrow International, Inc., a Nevada corporation (“Borrower”) Jack J. Walker, a resident of the state of Colorado (the “Limited Guarantor”), Jervis B. Perkins and H. MacGregor Clarke, both residents of the state of Colorado (collectively, the “Validity Guarantors”), and FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”).
BRAND LICENSE AGREEMENT by and between OMS INVESTMENTS, INC. and AEROGROW INTERNATIONAL, INC. dated as of April 1, 2018Brand License Agreement • April 4th, 2018 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Ohio
THIS BRAND LICENSE AGREEMENT (“Agreement”) is made as of April 1, 2018 (the “Effective Date”), by and between OMS Investments, Inc., a Delaware company having offices at 10250 Constellation Blvd., Suite 2800, Los Angeles, California 90067 (the “Licensor”), and AeroGrow International, Inc., a Nevada corporation having offices at 6075 Longbow Dr., Suite 200, Boulder, Colorado 80301 (the “Licensee”). The Licensor and the Licensee are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
VALIDITY AGREEMENTValidity Agreement • June 30th, 2008 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
THIS VALIDITY AGREEMENT (this “Agreement”) is made as of the ____ day of _____, 2008, by and between H. MacGregor Clarke (the “Principal”), AEROGROW INTERNATIONAL, INC., a Nevada corporation (“Company”), and FCC, LLC, d/b/a First Capital (“Secured Party”).
AEROGROW INTERNATIONAL, INC. SUBSCRIPTION AGREEMENT INSTRUCTIONS IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT. DELIVER THE EXECUTED AGREEMENTS, NASD QUESTIONNAIRE, AND CUSTOMER ACCOUNT...Subscription Agreement • March 7th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Colorado
If you are tendering a check, make it payable to “AeroGrow International, Inc. Segregated Account.” If you are paying by wire transfer, please contact Jeff Andrews of Keating Securities, LLC for instructions at (720) 889-0134.
ContractAeroGrow International, Inc. • March 7th, 2006 • Lawn & garden tractors & home lawn & gardens equip
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (“CONVERSION SECURITIES”) MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND SUCH STATE LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH THE COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE CONVERSION SECURITIES. A COPY OF SUCH SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2007 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Colorado
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 12, 2007, by and among AeroGrow International, Inc., a Nevada corporation with headquarters located at 6075 Longbow Drive, Suite 200, Boulder, Colorado 80301 (the "Company"), and the undersigned buyers (each, an "Investor", and collectively, the "Investors" as listed on Exhibit A).
STOCK PURCHASE WARRANT To Purchase _______________ Shares of Common Stock of AEROGROW INTERNATIONAL, INC.Assignment Form • November 3rd, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
THIS CERTIFIES that, for value received, _________________________________, or assigns (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the "Initial Exercise Date") and on or prior to the close of business on ________________ (the "Termination Date") unless sooner terminated in accordance with the Agreement as hereinbelow defined but not thereafter, to subscribe for and purchase from AeroGrow International, Inc., a Nevada corporation (the "Company"), up to ______________________________ (_______________) shares (the "Warrant Shares") of Common Stock, $0.001 par value per share of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $0.20. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
TEMPORARY AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 17th, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
THIS TEMPORARY AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is made and effective this 30th day of September, 2009 by and among AEROGROW INTERNATIONAL, INC. (“Borrower”), H. MacGregor Clarke, an individual resident of the state of Colorado, Jervis B. Perkins, an individual resident of the state of Illinois (collectively, the “Validity Guarantors”), JACK J. WALKER, an individual resident of the state of Colorado (“Guarantor”; Borrower and Guarantor are collectively referred to herein as “Obligors”) and FCC, LLC d/b/a First Capital ("Lender").
LOAN AND SECURITY AGREEMENT Dated as of June 24, 2008 Between AEROGROW INTERNATIONAL, INC. (Borrower) and FCC, LLC, d/b/a First Capital (Lender)Loan and Security Agreement • June 30th, 2008 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Oklahoma
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of this 24th day of June, 2008 between AEROGROW INTERNATIONAL, INC., a Nevada corporation (“Borrower”), and FCC, LLC, d/b/a FIRST CAPITAL, a Florida limited liability company (“Lender”).
STOCK OPTION AGREEMENT RELATING TO THE AEROGROW INTERNATIONAL, INC.Stock Option Agreement • November 4th, 2005 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Colorado
This Stock Option Agreement (“Option Agreement”) dated effective as of the ______ day of ______________ 200_ ("Effective Date"), is between AeroGrow International, Inc., a Nevada corporation (the "Company"), and ______________________ (the "Optionee").
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • August 12th, 2010 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of March 8, 2010 among [Placement Agent] (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire convertible promissory notes issued or to be issued by AeroGrow International, Inc., a Nevada corporation (“AeroGrow”) at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes").
INTELLECTUAL PROPERTY PURCHASE AGREEMENT by and between AEROGROW INTERNATIONAL, INC. and OMS INVESTMENTS, INC. dated as of April 22, 2013Intellectual Property Purchase Agreement • February 17th, 2015 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Ohio
THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT (“Agreement”) is made as of April 22, 2013 by and between AeroGrow International, Inc., a Nevada corporation having offices at 6075 Longbow Dr. Suite 200, Boulder, Colorado 80301 (the “Company”), and OMS Investments, Inc., a Delaware corporation having offices at 10250 Constellation Blvd., Suite 2800, Los Angeles, California 90067 (the “Purchaser”).
EXHIBIT 10.3 BUSINESS LEASE This lease, dated NOVEMBER 15, 2004, is between KEN DUBACH, as Landlord, and AEROGROW INTERNATIONAL, as Tenant. In consideration of the payment of the rent and the performance of the covenants and agreements by the Tenant...Business Lease • February 22nd, 2005 • AeroGrow International, Inc.
ContractMaster Service Agreement • November 4th, 2005 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Georgia
TEMPORARY AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 30th, 2008 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
THIS TEMPORARY AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is made and effective this 27th day of October, 2008 by and among AEROGROW INTERNATIONAL, INC. (“Borrower”), JACK J. WALKER (“Guarantor”; Borrower and Guarantor are collectively referred to herein as “Obligors”) and FCC, LLC d/b/a First Capital ("Lender").
CONVERTIBLE NOTE MODIFICATION AGREEMENTConvertible Note Modification Agreement • November 16th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip
THIS CONVERTIBLE NOTE MODIFICATION AGREEMENT (the “Modification Agreement”) is made as of this ___ day of January , 2006 by and among Aero Grow International, Inc., a Nevada corporation (the “Company”) and each of the investors identified on the signature page to this Agreement (the “Investors” and individually an “Investor”).
FIRST AMENDMENT TO BRAND LICENSE AGREEMENTBrand License Agreement • November 9th, 2015 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply
THIS FIRST AMENDMENT TO BRAND LICENSE AGREEMENT (this “Amendment”) is effective as of ___________, 2015, by and between OMS INVESTMENTS, INC., a Delaware corporation (“Licensor”), and AEROGROW INTERNATIONAL, INC., a Nevada corporation (“Licensee”).
SECURITIES PURCHASE AGREEMENT by and between AEROGROW INTERNATIONAL, INC. and SMG GROWING MEDIA, INC. dated as of April 22, 2013Securities Purchase Agreement • April 23rd, 2013 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Nevada
THIS SECURITIES PURCHASE AGREEMENT is made as of the 22nd day of April, 2013 (this “Agreement”) by and among AeroGrow International, Inc., a Nevada corporation (the “Company”), and SMG Growing Media, Inc., an Ohio corporation (the “Purchaser”).
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • June 4th, 2007 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Nevada
This Product Supply Agreement (this “Agreement”) is entered into as of May 30, 2007 (the “Effective Date”), by and between Aerogrow International, Inc, a corporation, organized under the laws of Nevada and having its principal place of business at 6075 Longbow Drive, Boulder, Colorado 80301 (“Supplier”), and Global Infomercial Services, Inc., a corporation organized and existing under the laws of Nevada and having its principal place of business at 10725 South Cicero Avenue, Suite 201, Oak Lawn, Illinois 60453 (“Distributor”). Supplier and Distributor are sometimes referred to individually as a “Party” and together as the “Parties”.
REVENUE SHARING AGREEMENTRevenue Sharing Agreement • October 21st, 2011 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado
This REVENUE SHARING AGREEMENT ("Agreement") is entered into this ____ day of October, 2011, by and among the undersigned holders (“Lenders”) of Series CC2011 Secured Promissory Notes ("Notes”) issued by AEROGROW INTERNATIONAL, INC., a Nevada corporation; and AEROGROW INTERNATIONAL, INC., a Nevada corporation ("Borrower" or the “Company”).
