GrowGeneration Corp. Sample Contracts

7,500,000 Shares GROWGENERATION CORP. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 6th, 2020 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • New York

GrowGeneration Corp., a Colorado corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 7,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,125,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”

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5,000,000 Shares GROWGENERATION CORP. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2020 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • New York

GrowGeneration Corp., a Colorado corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 5,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 750,000 shares (the “Option Shares”) of Common Stock from the Company in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”

FORM OF ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 12th, 2021 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Michigan

THIS ASSET PURCHASE AGREEMENT (the “Agreement’) is made and entered into as of the 27th day of July, 2021 (the “Effective Date”) by and among GrowGeneration Michigan Corp., a Delaware corporation (“Buyer”), GrowGeneration Corp., a Colorado Corporation (“Issuer”), HGS Imlay City LLC, a Michigan limited liability company (“Seller”), Tony Allos (“Tony”), Christopher Kiryakoza (“Christopher”), and Rocky Shaeena (“Rocky”) (each of Tony, Christopher and Rocky individually being a “Principal” and collectively, the “Principals”).

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2020 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • New York

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 1, 2020 (the “Effective Date”), is by and between GrowGeneration Corp., a Colorado Corporation with offices at 1000 W Mississippi Ave., Denver, CO 80223 (the “Company”) and Monty Lamirato, an individual residing at 7017 Orion Lane, Arvada, CO 80007(the “Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 11th, 2016 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • New York

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 23, 2015 (the "Effective Date"), is by and between GrowGeneration , Corp., a Colorado Corporation with offices at 503 N.Main St. Pueblo,CO 81003 (the "Company") and Jason Dawson, an individual residing at 4687 State Hwy 69 Cotopaxi, CO 81223(the "Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • June 20th, 2023 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

This Employment Agreement (“Agreement”) is made by and between GrowGeneration Corp., a Colorado corporation (“Company”), and Gregory Sanders (“Employee”), effective as of June 15, 2023 (the “Effective Date”).

GrowGeneration, corp. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • March 27th, 2020 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

Unless otherwise defined herein, the terms defined in the GrowGeneration, Corp. Amended and Restated 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

FORM OF ASSET PURCHASE AGREEMENT
Form of Asset Purchase Agreement • May 14th, 2019 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 23rd day of April, 2019 by and among GrowGeneration Rhode Island Corp., a Delaware Corporation (“Buyer”) with offices at 1000 W. Mississippi, Denver CO 80223 and, GrowGeneration Corp., a Colorado Corporation (“Issuer”) with offices at 1000 W. Mississippi, Denver CO 80223, and GreenLife Garden Supply Corp., a Sub Chapter S Corporation with its address located at 481 Boston Road, Unit 4, Billerica, MA 01821 (“Seller”).

ASSET PURCHASE AGREEMENT (TRANSACTION BROKER)
Asset Purchase Agreement • June 15th, 2016 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

THIS AGREEMENT, dated this 14th day of April 2014, is by and between, EasyLife Corp. whose address is 570 Taster Road, Elmsford, New York 10523, hereinafter referred to as “Purchaser”, Jason Dawson and Southern Colorado Garden Supply Corp., each of whose address is 113W, 4th Street, Pueblo, CO 81003 (herein referred to as “Seller”).

ANNEX A SUBSCRIPTION AGREEMENT
Subscription Agreement • November 9th, 2015 • GrowGeneration Corp. • Colorado
INVENTORY PURCHASE AGREEMENT
Inventory Purchase Agreement • May 11th, 2016 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

THIS INVENTORY PURCHASE AGREEMENT is made and entered into as of the 10 day of April, 2015 (this “Agreement”) by and among GrowGeneration Corp., a Colorado Corporation (“Buyer”) and Green Growers, Inc., a Colorado Corporation (“Seller” and together with the Buyer, the “Parties”).

ANNEX A SUBSCRIPTION AGREEMENT
Subscription Agreement • May 11th, 2016 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado
FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 9th, 2018 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

This Securities Purchase Agreement (this “Agreement”) is dated as of May __, 2018 by and among GrowGeneration Corp, a Colorado corporation (the “Company”), and _______ (the “Purchaser”).

Commercial Lease
Commercial Lease • November 9th, 2015 • GrowGeneration Corp.

THIS LEASE, is made and entered into this 1st day of December, 2014, by and between PurRecycling Corporation d.b.a. Terra Firma Recycling/Fund referred to herein as “Landlord”, and GrowGeneration (Pueblo) Corporation residing at 503 North Main Street #740 Pueblo, CO 81003 referred to herein as “Tenant”;

ASSET PURCHASE AGREEMENT BY AND AMONG GROWGENERATION CALIFORNIA CORP. (a Delaware corporation), GROWGENERATION CORP. (a Colorado corporation), YELEKO, LLC (a California limited liability company), YELEKO GUI, LLC (a California limited liability...
Asset Purchase Agreement • November 2nd, 2020 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • California

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 29th day of October, 2020 (“Execution Date”) by and among (i) GrowGeneration California Corp., a Delaware corporation (“Buyer”) with offices at 930 W 7th Ave, Suite A, Denver, Co 80204, (ii) GrowGeneration Corp., a Colorado corporation, as Issuer, with offices at 930 W 7th Ave, Suite A, Denver, CO 80204, and (iii) Yeleko, LLC, a California limited liability company (“Yeleko”), Yeleko GUI, LLC, a California limited liability company (“Yeleko GUI”), Healthy Harvest Hydro-Organics LLC, a California limited liability company (“HHH”), Oregon Hydro-Organics LLC, an Oregon limited liability company (“OHO”), each with its corporate headquarters located at 4441 Granite Drive #102, Rocklin, CA 95677 (each a “Seller” and collectively, “Sellers”), (iv) YTGB Operating Holdings LLC, a California limited liability company (“Parent”), and (v) the Principals (as defined below).

FORM OF COMMERCIAL LEASE
Lease • May 14th, 2019 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Maine

THIS LEASE, between 611A Route One, LLC, a Maine limited liability company, of Brunswick, Maine (hereinafter called “Landlord” and sometimes referred to by the pronoun “it”) and GrowGeneration Corp., a Colorado corporation, of Denver, Colorado (hereinafter called “Tenant”).

Form of REVISED ASSET PURCHASE AGREEMENT
Revised Asset Purchase Agreement • July 16th, 2018 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

THIS REVISED ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of June, 2018, by and among GrowGeneration Corp, a Colorado corporation (“Buyer”) with offices at 1000 W. Mississippi Avenue, Denver, CO 80223, and Santa Rosa Hydroponics & Grower Supply Inc, a California corporation with offices at 4180 S. Moorland Avenue, Santa Rosa, CA 95407 (“Seller”), and its two shareholders, Rick Barretta (“RB”) and Jason Barretta (“JB”) .Buyer, Seller, RB and JB are collectively referred to as “Parties.”

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 16th, 2017 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of _______, 2017, is by and among GrowGeneration Corp., a Colorado corporation with offices located at 503 North Main Street, Pueblo, Colorado 81003 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

FORM OF COMMERCIAL LEASE
Commercial Lease • April 1st, 2019 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply
INVENTORY PURCHASE AGREEMENT
Inventory Purchase Agreement • November 9th, 2015 • GrowGeneration Corp. • Colorado

THIS INVENTORY PURCHASE AGREEMENT is made and entered into as of the 10 day of May, 2015 (this "Agreement") by and among GrowGeneration Pueblo Corp., a Colorado Corporation ("Buyer") and Happy Grow Lucky LLC, a Colorado Corporation ("Seller" and together with the Buyer, the "Parties").

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FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 27th, 2020 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • New York

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 23, 2020 (the “Effective Date”), is by and between GrowGeneration Corp., a Colorado Corporation with offices at 1000 W Mississippi Ave., Denver, CO 80223 (the “Company”) and Darren Lampert an individual residing at 24 Orchard Drive, Armonk, NY 10504, (the “Executive”).

FORM OF ASSET PURCHASE AGREEMENT
Form of Asset Purchase Agreement • January 22nd, 2019 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 28th, 2018, by and among GrowGeneration Pueblo Corp., a Colorado corporation (“Buyer”) with offices at 1000 W. Mississippi, Denver CO 80223, GrowGeneration Corp., a Colorado corporation (“Issuer”) with offices at 1000 W. Mississippi, Denver CO 80223, and Chlorophyll, Inc., a Colorado corporation located at 3801 Mariposa St., Denver, CO 80211 (“Seller”).

INVENTORY PURCHASE AGREEMENT
Inventory Purchase Agreement • November 9th, 2015 • GrowGeneration Corp.

THIS INVENTORY PURCHASE AGREEMENT is made and entered into as of the ____ day of October 2015 (this “Agreement”) by and among GrowGeneration California a Deleware Corporation (“Buyer”) and Sweet Leaf Hydroponics Inc. dba Mad Max Hydroponics a California Corporation (“Seller” and together with the Buyer, the “Parties”).

FORM OF CONSULTING AGREEMENT
Form of Consulting Agreement • April 5th, 2017 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

This CONSULTING AGREEMENT dated as of April 3, 2017 (this “Agreement”) by and between GrowGeneration Corp., a Colorado Corporation (the “Company”) and Merida Capital Partners, LP, a Maryland limited partnership (“Consultant”), with offices at 6720 Rockledge Drive, Suite 750, Bethesda, MD, 20817.

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • August 12th, 2022 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

This Separation and Release Agreement (this “Agreement”) is made between GrowGeneration Corp., a Colorado corporation (“Company”), and Jeffrey Lasher, a Colorado resident (“Employee”) (each a “party” and together the “parties”):

RIDER TO LEASE DATED MAY ____, 2017 BY AND BETWEEN BUILDING ACCOUNT L.L.C., LESSOR AND GROW GENERATION CORPORATION, LESSEE
GrowGeneration Corp. • May 22nd, 2017 • Retail-building materials, hardware, garden supply • Washington
BUSINESS LEASE
Business Lease • November 9th, 2015 • GrowGeneration Corp.

THIS LEASE IS MADE THIS 1ST DAY OF JUNE, 2014 BETWEEN SUNSHINE PROPERTIES (THE “LESSOR”) AND DARREN LAMPERT CEO/ DE GROWGENERATION PUEBLO, CORP. (THE “LESSEE”)

Form of Amendment to Asset Purchase Agreement
Asset Purchase Agreement • September 20th, 2018 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply

This amendment (the “Amendment”), entered into as of this 14th day of September, 2018 by and among GrowGeneration Corp., a Colorado corporation (the “Issuer”), GrowGeneration HG Corp., a wholly-owned subsidiary of the Issuer (together with the Issuer, collectively, the “Buyer Parties”), and Virgus, Inc. d/b/a/ Heavy Gardens (the “Seller”) (collectively, the “Parties”), modifies and amends that certain Asset Purchase Agreement (the “Purchase Agreement”) entered into on August 30, 2018 by and among the Parties.

Form of Commercial Lease
Form of Commercial Lease • January 24th, 2018 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Rhode Island

This lease (“Lease”) is made as of January 8, 2018 (the “Execution Date”) by and between Lincoln Thomas Development, LLC, a Rhode Island limited liability company, having a notice address of, PO Box 40266, Providence, RI 02940 (“Landlord”) and Grow Generation Corporation, a Denver corporation, having a notice address of 380 Jefferson Blvd, Unit D, Warwick, RI 02886 (“Tenant”). Whereas, upon the signing of this Lease by Landlord and Tenant, and effective upon the Commencement Date of this Lease, the “Former Lease” entered into by Landlord and Tenant on April 28, 2014 and Lease Amendment Extension entered into on February 28, 2017 for the Premises of 380 Jefferson Blvd, Unit D, Warwick, RI 02886 shall be terminated and be of no further force and effect; except, the terms and conditions of the “Former Lease” that survive the termination of the “Former Lease”.

GrowGeneration Rhode Island Corp.
GrowGeneration Corp. • December 12th, 2018 • Retail-building materials, hardware, garden supply

THIS COMMERCIAL LEASE made this 1st day of December, 2018, by and between Spain Enterprises, LLC, a Maine Limited Liability Company with a mailing address of 671 North Main St. Brewer, Maine 04412, hereinafter referred to as “Landlord”, and GrowGeneration Rhode Island Corp, with a Mailing address of 1000 West Mississippi Ave. Denver Colorado 80223, hereinafter referred to as “Tenant”.

Form of Subscription Agreement IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT
Subscription Agreement • May 19th, 2017 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado
INVENTORY PURCHASE AGREEMENT
Inventory Purchase Agreement • May 11th, 2016 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • Colorado

THIS INVENTORY PURCHASE AGREEMENT is made and entered into as of the 10 day of May, 2015 (this "Agreement") by and among GrowGeneration Pueblo Corp., a Colorado Corporation ("Buyer") and Happy Grow Lucky LLC, a Colorado Corporation ("Seller" and together with the Buyer, the "Parties").

FORM OF ASSET PURCHASE AGREEMENT
Form of Asset Purchase Agreement • January 31st, 2018 • GrowGeneration Corp. • Retail-building materials, hardware, garden supply • California

THIS ASSET PURCHASE AGREEMENT (the "Agreement”) is made and entered into as of the 25th day of October 2017 by and among GrowGeneration California Corp, a Delaware Corporation ("Buyer") with offices at 1000 W. Mississippi, Denver CO 80223, and Golden State Analytics d/b/a Humboldt Depot a Corporation with offices at, 5201 Carlson Park Drive, Arcata, CA 95521(“Seller") and its shareholder, Brian Whited (“Whited”).

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