0001185185-11-001749 Sample Contracts

ESCROW AND ACCOUNT CONTROL AGREEMENT
Escrow and Account Control Agreement • October 21st, 2011 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Colorado

This Escrow and Account Control Agreement (this “Agreement”) is entered into as of October __, 2011, 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”).

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GUARANTY AGREEMENT
Guaranty 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.

REVENUE SHARING AGREEMENT
Revenue 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”).

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