0001185185-20-001422 Sample Contracts

October 1, 2020 To: AeroGrow International, Inc.
AeroGrow International, Inc. • October 8th, 2020 • Retail-building materials, hardware, garden supply • Ohio

This non-binding letter of intent (“LOI”) sets forth the proposed terms for The Scotts Miracle-Gro Company (“Scotts”) to acquire all of the outstanding shares of common stock, par value $0.001 per share (“Common Stock”), of AeroGrow International, Inc. (“AeroGrow”), other than those shares of Common Stock owned by SMG Growing Media, Inc. (“SMG”), an indirect wholly-owned subsidiary of Scotts, on the terms and subject to the conditions set forth below (the “Transaction”). As of the date of this LOI, SMG beneficially owns approximately 80.5% of the 34,328,036 outstanding shares of Common Stock. The following paragraphs set forth the terms upon which we propose to base the Transaction: