Exhibit
10.12


 


INVENTORY
PURCHASE AGREEMENT


 


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").


 


RECITALS


 


A.          Seller
currently owns certain inventory at its store located at 26591 Main Street, Conifer CO 80433, which inventory is set forth in
detail on Schedule A to this Agreement (collectively the "Inventory").


 


B.          Seller
desires to sell the Inventory to the Buyer and Buyer desires to purchase the Inventory from Seller pursuant to the terms and conditions
of this Agreement.


 


AGREEMENT


 


In
consideration of the foregoing and the mutual covenants contained in this Agreement and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


Section
1.          Sale and Purchase of Inventory.


 


1.1          Sale
of Inventory. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Seller
will sell, convey, transfer and assign to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest
in and to all of the Inventory set forth on Exhibit A (collectively, the "Purchased Inventory"), free
and clear of any and all liens, encumbrances, claims, charges, security interests, rights of Seller and/or any third party, rights
of redemption, equities, and any other restrictions or limitations of any kind or nature whatsoever (collectively, "Liens").


 


1.2          Purchase
Price and Payment. As consideration for the Purchased Inventory, at the Closing, Buyer shall pay to Seller, cash in the amount
of the actual cost to Seller of the Purchased Inventory as reflected on Schedule A (the "Purchase Price") to
Seller by bank check or wire transfer of immediately available funds to an account identified in writing by Seller to Buyer.


 


1.3          Closing
Date. Subject to Section 4, the closing of the transaction contemplated by this Agreement (the
"Closing") shall take place at such date, time and place as may be agreed upon by the Parties (the
"Closing Date") but in any event, no later than seven (14) business days following the execution the
Consulting and Inventory Purchase Agreement.


 


1.4          Method
of Conveyance Transfer and Assumption. Upon payment of the Purchase Price, the sale, transfer, conveyance, and assignment
by Seller of the Purchased Inventory to Buyer in accordance with Section 1.1 shall be effected at the Closing by Seller's execution
and delivery of a Bill of Sale in the form attached hereto as Exhibit B and delivery of the Purchased Inventory to the
Buyer.








 



    


     


    

 


Section
2.          Liabilities. Buyer is not assuming any debts, obligations
or liabilities of Seller whatsoever, whether known or unknown, actual or contingent, presently existing or arising in the future,
which shall remain the responsibility of Seller.


 


Section
3.          Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer:


 


3.1          Organization
and Qualification. Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation. Seller has all requisite power and authority to own its properties and Inventory and conduct its business
as such business is now conducted.


 


3.2          Authorization.
Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The
execution and delivery by Seller of this Agreement and the consummation by Seller of the transaction contemplated hereby have
been duly and validly authorized by all necessary action on the part of Seller. This Agreement has been duly and validly executed
and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against it in accordance with its
terms.


 


3.3          Title
to Purchased Inventory. Seller has good and marketable title to all of the Purchased Inventory, free and clear of Liens. Upon
consummation of the transaction contemplated hereby, Buyer will acquire good and marketable title to all of the Purchased Inventory,
free and clear of all Liens.


 


3.4          Purchased
Inventory Seller has inspected the Purchased Inventory and thereby accepts the physical condition of the Purchase Inventory
"as is". The pricing of the Purchase Inventory on Schedule A reflects the actual cost of and price paid for such Purchased
Inventory


 


Section
4.          Conditions to Closing.


 


4.1          Conditions
to Obligations of Buyer.


 


(a)          The
representations and warranties of Seller contained in this Agreement shall be true in all material respects on the date hereof
and on the Closing Date as though such representations and warranties were made on and as of the Closing Date.


 


(b)          No
suit, action or other proceeding shall be pending before any court or governmental agency to restrain or prohibit the consummation
of the transaction provided for herein or to obtain damages or other relief in connection with this Agreement or the consummation
of such transactions.


 


(c)          Seller
shall deliver at closing shareholder resolutions authorizing and approving the Inventory Purchase Agreement.








 






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Section
5.          Termination.


 


5.1          Termination
of the Agreement. Buyer may terminate this Agreement prior to Closing by giving written notice to Seller in the event that
Seller is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually or
in combination with any other such breach is not cured within five (5) days following delivery by Buyer to Seller of written notice
of such breach.


 


5.2          Effect
of Termination. If this Agreement is terminated pursuant to Section 5.1, all obligations of each Party hereunder shall terminate
without any liability of any Party to any other Party.


 


Section
6.          General Provisions.


 





6.1          Further
Assurances. From time to time after the date hereof, Seller shall execute and deliver to Buyer such instruments of sale,
transfer, conveyance, assignment, consent, assurance, power of attorney, and other such instruments as may be reasonably
requested by Buyer in order to vest in Buyer all right, title, and interest in and to the Purchased Inventory. The Parties
shall each provide the other with such assistance as may be reasonably requested by the other in connection with this
transaction.







 


6.2          Expenses.
Except as otherwise provided herein, each Party shall bear its own costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby.


 


6.3          Governing
Law. This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of Colorado
without giving effect to the conflict of laws rules thereof.


 


6.4          Entire
Agreement; Amendment and Waiver. This Agreement and all exhibits hereto set forth the entire understanding of the Parties
with respect to the subject matter hereof and may be modified only by a written instrument duly executed by each Party. Except
as herein expressly provided to the contrary, no breach of any covenant, agreement, warranty or representation shall be deemed
waived unless expressly waived in writing by the Party who might assert such breach.


 


6.5          Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument.


 


6.6          Headings.
Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


 


6.7          Notices.
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be
deemed to have been duly given when delivered to the Party to whom addressed or when sent by facsimile (if promptly confirmed
by registered or certified mail, return receipt requested, prepaid and addressed) to the Parties, their successors in interest,
or their assignees at such addresses as the Parties may designate by written notice.


 



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6.8          Assignment;
Binding Effect. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof
nor any of the documents executed in connection herewith may be assigned by any Party without the prior written consent of the
other Parties. Except as provided in the previous sentence, this Agreement and all of the rights and obligations hereunder shall
inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Any attempted assignment
in violation of this Agreement shall be null and void.


 


IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.


 


	 	BUYER:

	 	 
	 	GROWGENERATION
    PUEBLO CORP.
	 	 	 
	 	By:	/s/
    Darren Lampert
	 	Name:	Darren Lampert
	 	Title:	CEO
	 	 	 
	 	SELLER:
	 	 	 
	 	HAPPY
    GROW LUCKY LLC.
	 	 	 
	 	By:	 /s/ Lindsay Schmitt
	 	Name:	Lindsay Schmitt
	 	Title:	Owner









 



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Exhibit
B


 


BILL
OF SALE


 


This
BILL OF SALE (this "Bill of Sale") is dated as of May 10, 2015 from Happy Grow Lucky LLC. to GrowGeneration Pueblo
Corp.


 


RECITALS


 


A.          Seller
and Buyer are parties to an Inventory Purchase Agreement, dated as of May , 2015 (the "Purchase Agreement").


 


B.          Pursuant
to the Purchase Agreement, Buyer is purchasing from Seller the Purchased Inventory referred to in Section 1.1 of the Purchase
Agreement.


 


C.          Seller
has agreed, pursuant to Section 1.4 of the Purchase Agreement, to execute and deliver this Bill of Sale to Buyer for the purpose
of transferring to and vesting in Buyer title to the Purchased Inventory, which Seller is selling to Buyer pursuant to the Purchase
Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged:


 


1.          Seller
does hereby sell, transfer, assign and vest in Buyer, its successors and assigns forever, all of its right, title and interest
in and to the Purchased Inventory referred to in. Section 1.1 and set forth on Schedule A of the Purchase Agreement.


 


2.          Seller
hereby constitutes and appoints Buyer, its successors and assigns, as Seller's true and lawful attorney, with full power of substitution,
in Seller's name and stead, on behalf and for the benefit of Buyer, its successors and assigns, to demand and receive any and
all of the Purchased Inventory and to give receipts and releases for and in respect of the Purchased Inventory, or any part thereof;
and from time to time to institute and prosecute in Seller's name, at the sole expense and for the benefit of Buyer, its successors
and assigns, any and all proceedings at law, in equity or otherwise, which Buyer, its successors and assigns, may reasonably deem
necessary for the collection or reduction to possession of any of the Purchased Inventory.


 


3.          Seller
hereby covenants that, except as provided in the Purchase Agreement, from time to time after the delivery of this instrument,
at Seller's sole cost and expense, it will, at the reasonable request of Buyer, do such further acts and execute and deliver such
further documents regarding its obligations hereunder as may be required for the purpose of (i) accomplishing the purposes of
this Bill of Sale and (ii) assuring and confirming unto the other parties the validity of any documents of conveyance.


 



    


     


    

 


4.          This
Bill of Sale shall be binding on and inure to the benefit of and be enforceable by the parties hereto and their respective successors
and assigns. Nothing in this Bill of Sale shall be deemed to create or imply any right or benefit in any person other than Buyer
or Seller, or their respective successors and assigns.


 


5.          This
Bill of Sale is subject to the terms and conditions of the Purchase Agreement and shall be governed and enforced in accordance
with the laws of the State of Colorado without giving effect to the conflict of law rules thereof.


 


6.          Nothing
in this Bill of Sale shall alter any liability or obligation of Seller arising under the Purchase Agreement, which shall govern
the representations, warranties and obligations of the parties with respect to the Purchased Inventory. The representations and
warranties set forth in the Purchase Agreement shall survive the execution of this Bill of Sale.


 


7.          This
Bill of Sale may be executed by facsimile signature and a facsimile signature shall constitute an original signature for all purposes.


 


IN
WITNESS WHEREOF, this Bill of Sale has been executed under seal as of the day and year first written above.


 





	 	By:	/s/
    Lindsay Schmitt
	 	Name:	Lindsay Schmitt
	 	Title:	Owner