Exhibit 10.4


 


GrowGeneration,
corp.


 


2018 EQUITY INCENTIVE PLAN


 


STOCK OPTION AWARD AGREEMENT


 


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


 


I. NOTICE OF STOCK OPTION GRANT


 


Participant Name: __________________________________


 


Address: __________________________________________


 


You have been granted
an Option to purchase Common Stock of GrowGeneration, Corp. (the “Company”), subject to the terms and conditions
of the Plan and this Award Agreement, as follows:


 


	Grant Number	____________________________________________
	 	 
	Date of Grant	____________________________________________
	 	 
	Vesting Commencement Date	____________________________________________
	 	 
	Exercise Price per Share	____________________________________________
	 	 
	Total Number of Shares Granted	____________________________________________
	 	 
	Total Exercise Price	____________________________________________
	 	 
	Type of Option:	[  ] _____________ Incentive Stock Option
	 	 
	 	[  ] _____________ Nonstatutory Stock Option
	 	 
	Term/Expiration Date:	____________________________________________


 


Vesting Schedule:


 


Subject to any acceleration
provisions contained in the Plan or set forth herein, this Option shall vest and may be exercised, as follows:


 


		a.	_____________ options shall be immediately exerciseable



 


		b.	_____________ options shall become exerciseable commencing
_____________



 


		c.	_____________ options shall become exerciseable commencing
_____________



 


Termination Period:


 


This Option will be
exercisable for three months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s
death or Disability, in which case this Option will be exercisable for six months after Participant ceases to be Service Provider.
Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may
be subject to earlier termination as provided in Section 15 of the Plan.


 






     


    


    

 


By Participant’s
signature and the signature of the Company’s representative below, Participant and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions
of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed
the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan
and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.


 


	PARTICIPANT:	 	GrowGeneration, corp.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title


 


	Residence Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    	 	2	 



    


    

 


EXHIBIT A


 


TERMS AND CONDITIONS OF STOCK OPTION
GRANT


 


1. Grant of Option.
The Company hereby grants to the Participant named in the Notice of Stock Option Grant (“Notice of Grant”) attached
as Part I of this Award Agreement (the “Participant”) an option (the “Option”) to purchase
the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the
“Exercise Price”), subject to all of the terms and conditions in this Award Agreement and the Plan, which is
incorporated herein by reference. Subject to Section 20 of the Plan, in the event of a conflict between the terms and conditions
of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.


 


If designated in the
Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be
an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option
(“NSO”). Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the
extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event
will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability
to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.


 


2. Vesting Schedule.
Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions
set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will
not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously
a Service Provider from the Date of Grant until the date such vesting occurs.


 


3. Administrator
Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the
balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered
as having vested as of the date specified by the Administrator.


 


4. Exercise of Option.


 


(a) Right to Exercise.
This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Award Agreement.


 


(b) Method of Exercise.
This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise
Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election
to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise
Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. This Option will be deemed to
be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.


 


5. Method of Payment.
Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant.


 


(a) cash;


 


(b) check;


 


(c) consideration received
by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


(d) surrender of other
Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided
that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences
to the Company.


 






    	 	3	 



    


    

 


6. Tax Obligations.



 


(a) Withholding Taxes.
Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant,
unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect
to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares.
To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy
any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to
make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option
exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if
such withholding amounts are not delivered at the time of exercise.


 


(b) Notice of Disqualifying
Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes
of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant,
or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company in writing of such disposition.
Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized
by Participant.


 


(c) Code Section 409A.
Under Code Section 409A, an option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially
modified after October 3, 2004) that was granted with a per share exercise price that is determined by the Internal Revenue Service
(the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “Discount Option”)
may be considered “deferred compensation.” A Discount Option may result in (i) income recognition by Participant
prior to the exercise of the option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and
interest charges. The Discount Option may also result in additional state income, penalty and interest charges to the Participant.
Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price
of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant in a later examination. Participant agrees
that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value
of a Share on the date of grant, Participant will be solely responsible for Participant’s costs related to such a determination.


 


7. Rights as Stockholder.
Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder
of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have
been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such
issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting
such Shares and receipt of dividends and distributions on such Shares.


 


8. No Guarantee
of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN
DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD,
OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.


 


9. Address for Notices.
Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its
Chief Financial Officer at GrowGeneration, Corp, or at such other address as the Company may hereafter designate in writing.


 


10. Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Participant only by Participant.


 






    	 	4	 



    


    

 


11. Binding Agreement.
Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and
inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


12. Additional Conditions
to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification
of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory
authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained
free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of
any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.
Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date
the Option is exercised with respect to such Exercised Shares.


 


13. Plan Governs.
This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions
of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used
and not defined in this Award Agreement will have the meaning set forth in the Plan.


 


14. Administrator
Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such
rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions
taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant,
the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or this Award Agreement.


 


15. Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options
that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic
means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or another third party designated by the Company.


 


16. Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award
Agreement.


 


17. Agreement Severable.
In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable
from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award
Agreement.


 


18. Modifications
to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant
expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement,
the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without
the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition
under Code Section 409A in connection to this Option.


 


19. Amendment, Suspension
or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Option under
the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary
in nature and may be amended, suspended or terminated by the Company at any time.


 


20. Governing Law.
This Award Agreement will be governed by the laws of the State of Colorado, without giving effect to the conflict of law principles
thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit
to and consent to the jurisdiction of the State of Colorado, and agree that such litigation will be conducted in the courts of
Colorado, or the federal courts for the United States for Colorado, and no other courts, where this Option is made and/or to be
performed.


 


[Remainder of Page Intentionally Left
Blank]


 




    	 	5	 



    


    

 


EXHIBIT B


 


GrowGeneration,
corp.


 


2018 EQUITY INCENTIVE PLAN


 


EXERCISE NOTICE


 


Attention:
GrowGeneration, Corp.


 


1. Exercise of Option.
Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to purchase ______________
shares (the “Shares”) of the Common Stock of GrowGeneration, Corp. (the “Company”) under
and pursuant to the 2018 Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated ________
(the “Award Agreement”). The purchase price for the Shares will be $_____________, as required by the Award
Agreement.


 


2. Delivery of Payment.
Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax withholding to be paid in
connection with the exercise of the Option.


 


3. Representations
of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Award Agreement and
agrees to abide by and be bound by their terms and conditions.


 


4. Rights as Stockholder.
Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect
to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Purchaser
as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 15 of the Plan.


 


5. Tax Consultation.
Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition
of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection
with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.


 


6. Entire Agreement;
Governing Law. The Plan and Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Award
Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified
adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of the State of Colorado.


 






    	 	6	 



    


    

 


Submitted by:


 


	PURCHASER:	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Print Name	 
	 	 
	Residence Address:	 
	 	 
	 	 
	 	 
	 	 


 


******* FOLLOWING PORTION TO BE COMPLETED
BY THE COMPANY *******


 


	 	 
	Date Received 	 


 


Accepted by:


 


	Growgeneration, corp.	 
	 	 	 
	By: 	                                      	 
	Name: 	 	 
	Title: 	 	 


 




    	 	7