0001104659-20-124456 Sample Contracts

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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”

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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LOAN AND SECURITY AGREEMENT
Loan 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

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AMENDMENT NO. 5 TO CREDIT AGREEMENT
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.

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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

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
And 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 (

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SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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 ("

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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.

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AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit 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).

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FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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”)

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SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan 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

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AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT
Forbearance 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

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FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT
Forbearance 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

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FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan 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

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INTERCREDITOR AGREEMENT
Intercreditor 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).

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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

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HYDROFARM, LLC
Information 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

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PLACEMENT AGENCY AGREEMENT
Placement 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

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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.

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
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.

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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

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FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Forbearance 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

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HYDROFARM HOLDINGS GROUP, INC. AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
Investor 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).

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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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”

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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”).

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AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods

This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 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).

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WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods

This WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Waiver and Amendment”), dated as of August 24, 2018, 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).

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FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York

This FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of July 16, 2018 (this “Forbearance 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”), 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 E

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SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York

This SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 10, 2019 (this "Sixth 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 together

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WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York
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WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods

This WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), dated as of September 21, 2017, is 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"), 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).

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PAYOFF LETTER July 11, 2019
Payoff Letter • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods
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FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York

This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of May 31, 2019 (this “Fifth 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 together

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2020 • Hydrofarm Holdings Group, Inc. • Wholesale-miscellaneous nondurable goods • New York

This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is dated as of October 15, 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 ("E

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