Exhibit 10.4


 


ANNEX
A


 


SUBSCRIPTION
AGREEMENT


 


GrowGeneration,
Corp.


503
North Main St.


Pueblo,
CO 81003


 


Ladies
and Gentlemen:


 


1.           Subscription.
The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from GrowGeneration,
Corp., a Colorado corporation (the “Company”) the number of Units (the “Units”) set forth on the signature
page hereof at a purchase price of $.70 per Unit. Each Unit consists of (i) 1 share of the Company’s common stock, par value
$0.001 per share (the “Common Stock”) and (ii) a 5 year warrant (each, a “Warrant” and collectively, the
“Warrants”) to purchase 1 share of Common Stock at an exercise price of $.70 per share.


 


2.           This
subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement
and the Confidential Private Placement Memorandum of the Company dated July 11, 2015, as amended or supplemented from time to
time, including all attachments, schedules and exhibits thereto (the “Memorandum”), relating to the offering (the
“Offering”) by the Company of up to six million (6,000,000) Units (the “Offering Amount”). The terms of
the Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. 


 


3.           Payment.


 


(a)           The Purchaser
encloses herewith a check payable to, or will immediately make a wire transfer payment to the Company in the full amount of
the purchase price of the Units being subscribed for. Wire transfer instructions are set forth on page 12 hereof under the
heading “To subscribe for Units in the private offering of GrowGeneration Corp.” Each Purchaser must also deliver two
completed and executed Omnibus Signature Pages to this Subscription Agreement and the Registration Rights Agreement, in the
form of Annex B to the Memorandum (the “Registration Rights Agreement”).


 


4.           Deposit
of Funds. All payments made as provided in Section 3 hereof shall be deposited by the Company directly in its operating account.


 


5.           Acceptance
of Subscription. The Purchaser understands and agrees that the Company, in its sole discretion, reserves the right
to accept or reject this or any other subscription for Units, in whole or in part, notwithstanding prior receipt by the Purchaser
of notice of acceptance of this subscription. The Company shall have no obligation hereunder until the Company shall execute and
deliver to the Purchaser an executed copy of this Subscription Agreement. If this subscription is rejected in whole, all funds
received from the Purchaser will be returned without interest or offset, and this Subscription Agreement shall thereafter be of
no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription
will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent
this subscription was accepted.


 






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6.           Representations
and Warranties.


 


The
Purchaser hereby acknowledges, represents, warrants, and agrees as follows:


 


(a)           None
of the Units offered pursuant to the Memorandum are registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Units is intended to be
exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof and the provisions of Regulation D (“Regulation
D”) United States Securities and Exchange Commission (the “SEC”) thereunder, based, in part, upon the representations,
warranties and agreements of the Purchaser contained in this Subscription Agreement;







 


(b)           Prior
to the execution of this Subscription Agreement, the Purchaser and the Purchaser's attorney, accountant, purchaser representative
and/or tax adviser, if any (collectively, the “Advisers”), have received the Memorandum and all other documents requested
by the Purchaser, have carefully reviewed them and understand the information contained therein;


 


(c)           Neither
the Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved the
Units or passed upon or endorsed the merits of the offering of Units or confirmed the accuracy or determined the adequacy of the
Memorandum. The Memorandum has not been reviewed by any federal, state or other regulatory authority;


 


(d)           All
documents, records, and books pertaining to the investment in the Units (including, without limitation, the Memorandum)
have been made available for inspection by such Purchaser and its Advisers, if any;







 


(e)           The
Purchaser and its Advisers, if any, have had a reasonable opportunity to ask questions of and receive answers from a person
or persons acting on behalf of the Company concerning the offering of the Units and the business, financial condition and results
of operations of the Company, and all such questions have been answered to the full satisfaction of the Purchaser and its Advisers,
if any;


 


(f)           In
evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or information
(oral or written) other than as stated in the Memorandum.


 


(g)          The
Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering of the Units through or as a
result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement
or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet
(including, without limitation, internet “blogs,” bulletin boards, discussion groups and social networking sites)
in connection with the Offering and sale of the Units and is not subscribing for the Units and did not become aware of the Offering
of the Units through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a
subscription by, a person not previously known to the Purchaser in connection with investments in securities generally;


 






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(h)          The
Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders' fees
or the like relating to this Subscription Agreement or the transactions contemplated hereby, other than commissions, Placement
Agent Warrants and Placement Agent Units (as such terms are defined in the Memorandum) to be paid by the Company to any FINRA
Member that is participating in the Offering, as described in the Memorandum;


 


(i)           The
Purchaser, together with its Advisers, if any, has such knowledge and experience in financial, tax, and business matters,
and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection
with the Offering to evaluate the merits and risks of an investment in the Units and the Company and to make an informed investment
decision with respect thereto;


 


(j)           The
Purchaser is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and
related considerations of an investment in the Units, and the Purchaser has relied on the advice of, or has consulted with, only
its own Advisers;


 


(k)           The Purchaser is acquiring the Units solely for such Purchaser's own account for investment purposes only
and not with a view to or intent of resale or distribution thereof, in whole or in part. The Purchaser has no agreement or arrangement,
formal or informal, with any person to sell or transfer all or any part of the Units, and the Purchaser has no plans to enter into
any such agreement or arrangement;


 


(l)           The
Purchaser must bear the substantial economic risks of the investment in the Units indefinitely because none of the securities
included in the Units may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from such registration is available. Legends to the following effect shall
be placed on the securities included in the Units to the effect that they have not been registered under the Securities Act or
applicable state securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR UNDER AN EFFECTIVE REGISTRATION STATEMENT, IN EACH CASE, IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 






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Appropriate notations will be made in the
Company's stock books to the effect that the securities included in the Units have not been registered under the Securities Act
or applicable state securities laws. Stop transfer instructions will be placed with the transfer agent of the Units. The Company
has agreed that purchasers of the Units will have, with respect to the Units, the registration rights described in the Registration
Rights Agreement. Notwithstanding such registration rights, there can be no assurance that there will be any market for resale
of the Units or the shares of Common Stock or Warrants that comprise the Units, nor can there be any assurance that such securities
will be freely transferable at any time in the foreseeable future.







 


(m)          The Purchaser has
adequate means of providing for such Purchaser's current financial needs and foreseeable contingencies and has no need for liquidity
of its investment in the Units for an indefinite period of time;







 


(n)           The Purchaser is
aware that an investment in the Units is high risk, involving a number of very significant risks and has carefully read and considered
the matters set forth under the caption “Risk Factors” in the Memorandum, and, in particular, acknowledges that the
Company has a limited operating history, limited assets, and is engaged in a highly competitive business;







 


(o)           The
Purchaser represents that it meets the requirements of at least one of the suitability standards for an “accredited investor”
as that term is defined in Regulation D and as set forth on the Accredited Investor Certification contained herein.


 


(p)           The Purchaser (i)
if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver
this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof;
(ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated
organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Units, such
entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation
of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other
organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all
other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the securities
constituting the Units, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action,
this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation
of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it
has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing
individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom
the Purchaser is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, or
limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement
and make an investment in the Company, and represents that this Subscription Agreement constitutes a legal, valid and binding
obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any
order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound;







 






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(q)           The
Purchaser and the Advisers, if any, have had the opportunity to obtain any additional information, to the extent the Company
has such information in its possession or could acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information contained in the Memorandum and all documents received or reviewed in connection with the
purchase of the Units   and have had the opportunity to have representatives of the Company provide them with such additional
information regarding the terms and conditions of this particular investment and the financial condition, results of
operations, business of the Company and deemed relevant by the Purchaser or the Advisers, if any, and all such requested
information, to the extent the Company had such information in its possession or could acquire it without unreasonable effort
or expense, has been provided to the full satisfaction of the Purchaser and the Advisers, if any;


 


(r)           Any
information which the Purchaser has heretofore furnished or is furnishing herewith to the Company is complete and accurate and
may be relied upon by the Company in determining the availability of an exemption from registration under federal and state securities
laws in connection with the offering of securities as described in the Memorandum. The Purchaser further represents and warrants
that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring
prior to the Company's issuance of the Units;


 


(s)           The
Purchaser has significant prior investment experience, including investment in non-listed and non-registered securities. The Purchaser
is knowledgeable about investment considerations in development-stage companies with limited operating histories. The Purchaser
has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The
Purchaser's overall commitment to investments which are not readily marketable is not excessive in view of the Purchaser’s
net worth and financial circumstances and the purchase of the Units will not cause such commitment to become excessive.
The investment is a suitable one for the Purchaser;


 


(t)           The
Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or the Advisers,
if any, consider material to its decision to make this investment;


 


(u)          The
Purchaser acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared
by the Company in good faith but that the attainment of any such projections, estimates or forward-looking statements cannot be
guaranteed by the Company should not be relied upon;


 






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(v)           No
oral or written representations have been made, or oral or written information furnished, to the Purchaser or the Advisers, if
any, in connection with the Offering which are in any way inconsistent with the information contained in the Memorandum;


 


(w)          Within
five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents
as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject;


 


(x)           THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL;


 


(y)           The
Purchaser acknowledges that neither the Units nor the shares of Common Stock or Warrants comprising the Units have not
been recommended by any federal or state securities commission or regulatory authority. In making an investment decision
investors must rely on their own examination of the Company and the terms of the Offering, including the merits and risks
involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this
Subscription Agreement or the Memorandum. Any representation to the contrary is a criminal offense. The Units are subject to
restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act,
and the applicable state securities laws, pursuant to registration or exemption therefrom. The Purchaser should be aware that
it will be required to bear the financial risks of this investment for an indefinite period of time;


 


(z)           (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed
of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification
of plan assets and impose other fiduciary responsibilities. The Purchaser fiduciary or Plan (a) is responsible for the decision
to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified to make such investment
decision; and (d) in making such decision, the Purchaser fiduciary or Plan has not relied primarily on any advice or recommendation
of the Company or any of its affiliates;


 






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(aa)         The
Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac>
before making the following representations. The Purchaser represents that the amounts invested by it in the Company in the
Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws
and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by
OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries,
territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found
on the OFAC website at <http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”)
prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities
appear on the OFAC lists;


 


(bb)         To
the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity
named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept
any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding
paragraph. The Purchaser agrees to promptly notify the Company should the Purchaser become aware of any change in the information
set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze
the account” of the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any redemption
requests and/or segregating the assets in the account in compliance with governmental regulations, and may also be required to
report such action and to disclose the Purchaser’s identity to OFAC. The Purchaser further acknowledges that the Company
may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser if the Company reasonably deems
it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s
other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers
and other parties subject to OFAC sanctions and embargo programs;


 


(cc)         To
the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure,2
or any immediate family3 member or close associate4 of a senior foreign political figure,
as such terms are defined in the footnotes below; and


 


 



 





1
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs.


 


2
A “senior foreign political figure” is defined
as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether
elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation.
In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been
formed by, or for the benefit of, a senior foreign political figure.


 







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(dd)         If
the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits
from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents
and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country
in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank
to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does
not have a physical presence in any country and that is not a regulated affiliate.


 


7.           Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company and its officers, directors, employees, agents, control persons
and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but
not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened)
based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission
to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other
document delivered in connection with this Subscription Agreement.


 


8.           Irrevocability;
Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser,
except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall
be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by
and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives, and
permitted assigns.


 


9.           Modification.
This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against
whom any such modification or waiver is sought.


 


10.         Immaterial
Modifications to the Registration Rights Agreement. The Company may, at any time prior to the Closing, amend the Registration
Rights Agreement if necessary to clarify any provision therein, without first providing notice or obtaining prior consent of the
Subscriber, if, and only if, such modification is not material in any respect.


 


3
“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings,
spouse, children and in-laws.


 


4
A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain
an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct
substantial domestic and international financial transactions on behalf of the senior foreign political figure.


 






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11.         Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company at the
address set forth above, or (b) if to the Purchaser, at the address set forth on the signature page hereof (or, in either case,
to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 10). Any
notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a
notice changing a party's address which shall be deemed given at the time of receipt thereof.


 


12.         Assignability.
This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the
Purchaser and the transfer or assignment of the Units of Common Stock or the Warrants shall be made only in accordance
with all applicable laws.


 


13.         Applicable
Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Colorado applicable
to contracts to be wholly-performed within said State.


 


14.         Arbitration.
The parties agree to submit all controversies to arbitration in accordance with the provisions set forth below and understand
that:


 


(a)           Arbitration
is final and binding on the parties.


 


(b)           The
parties are waiving their right to seek remedies in court, including the right to a jury trial.


 


(c)           Pre-arbitration
discovery is generally more limited and different from court proceedings.


 


(d)          The
arbitrator's award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification
of rulings by arbitrators is strictly limited.


 


(e)           The
panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.


 


(f)           All
controversies which may arise between the parties concerning this Subscription Agreement shall be determined by arbitration pursuant
to the rules then pertaining to the Financial Industry Regulatory Authority, Inc. (“FINRA”) in New York, New York.
Judgment on any award of any such arbitration may be entered in the Supreme Court of the State of New York or in any other court
having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for
the confirmation of any award in any arbitration shall be sufficient if given in accordance with the provisions of this Agreement.
The parties agree that the determination of the arbitrators shall be binding and conclusive upon them.


 






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15.         Blue
Sky Qualification. The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption
from qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall
not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary,
the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the
jurisdiction.


 


16.         Use
of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


 


17.         Confidentiality.
The Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company, not
otherwise properly in the public domain, was received in confidence. The Purchaser agrees not to divulge, communicate or disclose,
except as may be required by law or for the performance of this Agreement, or use to the detriment of the Company or for the benefit
of any other person or persons, or misuse in any way, any confidential information of the Company, including any scientific, technical,
trade or business secrets of the Company or any scientific, technical, trade or business materials that are treated by the Company
as confidential or proprietary, including, but not limited to, ideas, discoveries, inventions, developments and improvements belonging
to the Company or and confidential information obtained by or given to the Company or about or belonging to third parties.


 


18.         Miscellaneous.


 


(a)           This
Subscription Agreement, together with the Registration Rights Agreement, constitute the entire agreement between the Purchaser
and the Company with respect to the subject matter hereof and supersede all prior oral or written agreements and understandings,
if any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent
for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or
provisions.


 


(b)           The
representations and warranties of the Company and the Purchaser made in this Subscription Agreement shall survive the execution
and delivery hereof and delivery of the Shares of Common Stock and Warrants contained in the Units.


 


(c)           Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not
the transactions contemplated hereby are consummated.


 


(d)           This
Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.


 






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(e)           Each
provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof
are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or
affect the remaining portions of this Subscription Agreement.


 


(f)           Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth
in the text.


 


(g)           The
Purchaser understands and acknowledges that there may be multiple closings for this Offering.


 


19.         Omnibus
Signature Page. This Subscription Agreement is intended to be read and construed in conjunction with the Registration Rights
Agreement pertaining to the issuance by the Company of the Units to subscribers pursuant to the Memorandum. Accordingly,
pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is hereby agreed that the execution
by the Purchaser of this Subscription Agreement, in the place set forth herein, shall constitute agreement to be bound by the
terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with the same effect as if each
of such separate but related agreement were separately signed.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




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To
subscribe for Units in the private offering of GrowGeneration, Corp.:


 


		1.	Date
                                         and Fill in the number of Units being purchased and Complete and Sign
                                         the Omnibus Signature Page of the Subscription Agreement.



 


		2.	Initial
                                         the Accredited Investor Certification page attached to this letter.



 


		3.	Complete
                                         and return the Investor Profile and, if applicable, Wire Transfer Authorization attached
                                         to this letter.



 


		4.	Email
                                         all forms to Darren Lampert at Darren@GrowGeneration.com and then send all
                                         signed original documents with check to:



 


Darren
Lampert


GrowGeneration,
Corp.


24
Orchard Drive


Armonk,NY
10504


 


		5.	Please
                                         make your subscription payment payable to the order of “GrowGeneration, Corp.”
                                         



 


For
wiring funds directly to the Company’s account, see the following instructions:


 


	Company:	GrowGeneration, Corp.           
	Bank Account Number:	571652812           
	Name of Bank:	JP Morgan Chase Bank, N.A.
	Bank Address:	1073 North Street, Greenwich, Ct. 06831
	Bank Phone Number:	(203) 869-5140
	ABA/Routing Number: 	021000021




 


Thank you
for your interest,


 


GrowGeneration,
Corp.


 




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ANTI
MONEY LAUNDERING REQUIREMENTS


 


	The
        USA PATRIOT Act

         
	What
    is money laundering?	How
    big is the problem and why is it important?
	 

        The
        USA PATRIOT Act is designed to detect, deter, and punish terrorists in United States and abroad. The Act imposes new anti-money
        laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been
        required to have new, comprehensive anti-money laundering programs.

         

        To
        help you understand these efforts, we want to provide you with some information about money laundering and our steps to
        implement the USA PATRIOT Act.
	 

        Money
        laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources
        or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug
        trafficking, robbery, fraud, racketeering, and terrorism.
	 

        The
        use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets.
        According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at
        $1 trillion a year.



 


	What
    are we required to do to eliminate money laundering?
	 

        Under
        rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer,
        set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious
        transaction and ensure compliance with such laws.
	 

        As
        part of our required program, we may ask you to provide various identification documents or other information. Until you
        provide the information or documents we need, we may not be able to effect any transactions for you.



 






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GROWGENERATION,
CORP.


OMNIBUS
SIGNATURE PAGE TO THE


SUBSCRIPTION
AGREEMENT


AND
REGISTRATION RIGHTS AGREEMENT


 


Subscriber hereby elects to subscribe under
the Subscription Agreement for a total of ______ Units at a price of $.70 per Unit (NOTE: to be completed by subscriber) and executes
the Subscription Agreement and the Registration Rights Agreement.







 


Date
(NOTE: To be completed by subscriber): __________________


 





 



 


If
the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:


 





	 	 	 
	Print Name(s)	 	Social
    Security Number(s)
	 	 	 
	 	 	 
	Signature(s)
    of Subscriber(s)	 	Signature
	 	 	 
	 	 	 
	Date	 	Address




 


If
the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:


 





	 	 	 
	Name
    of Partnership,	 	Federal
    Taxpayer
	Corporation,
    Limited 	 	Identification
    Number
	Liability
    Company or Trust	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	State of
    Organization
	 	Title:	 	 
	 	 	 
	 	 	 
	Date	 	Address




 





	GROWGENERATION,
    CORP. 	 
	 	 	 
	By:	 	 
	 	Authorized Officer	 




 






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GROWGENERATION,
CORP. 


ACCREDITED
INVESTOR CERTIFICATION


 


For
Individual Investors Only


(all
Individual Investors must INITIAL where appropriate):


 





	Initial  _____	 	I have
    a net worth (including homes, furnishings and automobiles, but excluding for these purposes the value of my primary residence)
    in excess of $1 million either individually or through aggregating my individual holdings and those in which I have a joint,
    community property or other similar shared ownership interest with my spouse.
	 	 	 
	Initial  _____	 	I have
    had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my
    income (or joint income, as appropriate) to reach the same level in the current year.
	 	 	 
	Initial  _____	 	I am a
    director or executive officer of GrowGeneration, Corp.




 


For
Non-Individual Investors


(all
Non-Individual Investors must INITIAL where appropriate):


 





	Initial  _____	 	The
    investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by
    persons who meet at least one of the criteria for Individual Investors set forth above.
	 	 	 
	Initial  _____	 	The
    investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets
    of at least $5 million and was not formed for the purpose of investing in the Company.
	 	 	 
	Initial  _____	 	The
    investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in
    ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser.
	 	 	 
	Initial  _____	 	The
    investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this Agreement.
	 	 	 
	Initial  _____	 	The
    undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons
    who meet either of the criteria for Individual Investors.
	 	 	 
	Initial  _____	 	The
    investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its
    individual or fiduciary capacity.
	 	 	 
	Initial  _____	 	The
    undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	 	 	 
	Initial  _____	 	The
    investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets
    exceeding $5,000,000 and not formed for the specific purpose of investing in the Company.
	 	 	 
	Initial  _____	 	The
    investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing
    in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters
    that he is capable of evaluating the merits and risks of the prospective investment.
	 	 	 
	Initial  _____	 	The
    investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or
    instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
	 	 	 
	Initial  _____	 	The
    investor certifies that it is an insurance company as defined in §2(13) of the Securities Act, or a registered investment
    company.




 


 


 


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