Exhibit
10.23


 


CONSULTING
AGREEMENT


 


CONSULTING
AGREEMENT dated as of April 10, 2015 (this “Agreement”) by and between GrowGeneration Corp., a Colorado Corporation
(the “Company”) and Duane Nunez (“Consultant”), an individual with offices at 127 Justice Center Rd, Canon
City, Colorado 81212.


 


RECITALS


 


WHEREAS,
the Company wishes to engage the Consultant to provide services to the Company, and the Consultant wishes to be so engaged and
to provide such services, on the terms and provisions, and subject to the conditions, set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual representations, warranties and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:


 


1.         Engagement
and Services.


 


1.1          The
Company agrees to and does hereby engage the Consultant, and the Consultant agrees to and does hereby accept engagement by
the Company to (i) to maximize awareness of the Company’s brand, stores and products; (ii) identify strategic partners,
growers and other potential customers for the Company; and (iii) negotiate and close on sales of the Company’s products to
growers and other potential customers (which growers and potential customers identified by the Consultant shall be defined as
“New Clients” herein). For purposes of this Agreement, New Clients shall not include any customers or clients with
whom the Consultant or Green Growers, Inc. have done business prior to the date of this Agreement (ie the customers
identified on Exhibit A).


 


1.2          The
Consultant shall deliver a list of all Green Grower customers to the Company upon execution of this Agreement, a copy of
which shall be attached hereto as Exhibit A. The Consultant hereby authorizes the Company to contact and/or transact
business with any of such customers.


 


1.3          The
names and date of initial contact with all New Clients shall be delivered in writing to the COO of the Company. If approved
by the Company’s COO, the Consultant shall be eligible to earn sales compensation for sales of goods and/or services by the
Company to the approved New Clients as provided in Section 3.2 of this Agreement. New Clients not approved or denied by the
Company within five (5) business days of submission shall be deemed approved.


 


1.4          The
Company shall provide the Consultant with marketing support, including online and print materials, to assist the Consultant in
its duties hereunder.


 



    1


     


    

 


1.5          The
Consultant shall render to the Company the services described  above, with respect to which the Consultant shall apply its
best efforts and attention to perform its duties hereunder and advance the interests of the Company. The Consultant shall report
to the Chief Operating Officer and such other persons as the Chief Operating Officer may direct.


 


1.6          The
Consultant represents and warrants that all information relating to the Company and its products, including brands, description
and prices that Consultant delivers to potential customers shall be complete and accurate in all material respects.


 


1.7          The
Company reserves the right to approve in advance any use or reference to
the Company’s name, likeness, image or brand in any way.


 


1.8          The
Consultant is not authorized or entitled, nor does it have the right to bind or commit the Company (legally or otherwise) to any
agreement. Any and all agreements or arrangements with third parties binding or committing the Company shall be set forth in a
written document executed by an authorized representative of the Company and the Company shall be solely responsible for all obligations
under such agreements.


 


2.         Term;
Engagement Period. The Term of this Agreement shall commence on the date hereof and shall continue for a period of two (2)
years, subject to renewal for an additional period of two (2) years upon the mutual consent of both of the parties hereto. Notwithstanding
the foregoing, neither party shall be obligated to extend this Agreement after the initial two (2) Term. The period during which
Consultant shall serve in such capacity shall be deemed the “Term” or the “Engagement Period” and shall
hereinafter be referred to as such.


 


3.         Compensation.


 


3.1          During
the first twelve (12) months of the Engagement Period, the Company
shall pay the Consultant compensation of $1,200 per month. During the twelve (12) month period commencing one year from the
date of this Agreement, the Company shall pay the Consultant compensation of $600 per month.


 


3.2          For
the referral of New Clients and new business by the Consultant during the Engagement Period and in consideration of the Consultant’s
having entered into this agreement, the Company agrees to pay consultant compensation equal to 25% of the gross profit on all
goods and services sold by the Company to the New Clients. Gross profit shall mean the total dollar amount of all sales generated
from sales to New Clients at their invoiced price, less amounts for cost of goods sold, credit card processing fees, sales discounts,
customer deductions and returns. Gross profit will be calculated each month and paid to the Consultant by the 10th day of the
month following the month in which such sales were made. Consultant, or his representative, shall be given reasonable access to
applicable Company cost and sales records for audit purposes upon five (5) business days prior written notice, and during normal
business hours.


 


3.3          Upon
execution of this Agreement, the Company will grant you five (5) year
options to acquire up to 10,000 shares of the Company’s common stock at a price of $.66 per share.


 



    2


     


    

 


3.4          The
Company will pay the Consultant a fee of $300 per month for a period not to exceed twelve (12) months, to lease signage at
the Green Growers, Inc. store, with such signage and placement to be mutually agreed by the Company and the
Consultant.


 


3.5          All
business expenses are subject to a prior written approval by the Company’s COO.


 


4.         Relationship.
Consultant shall be an independent contractor and not an employee of the Company. The Contractor shall pay all expenses related
to Contractors services hereunder, including insurance, license and permit fees related to Contactor’s business. Notwithstanding
the foregoing, the Company may (but shall not be obligated) to pay or reimburse the Contractor for some expenses, provided however
that any expenses must first be agreed in writing (including by email) by the Company to be eligible for reimbursement. The Contractor
shall be responsible to pay all city, state, county and federal taxes for compensation earned hereunder. This Agreement shall
not be construed to create between the Company and Consultant the relationship of principal or agent, employer and employee, joint
venturers or co-partners. All intellectual property, ideas, innovation, discoveries, inventions and other rights that are developed,
in whole or in part, by the Consultant or its affiliates during the course of Consultant’s engagement hereunder shall be
deemed the sole property of the Company.


 


5.         Non-Circumvent;
Non-Compete; Confidentiality. During the Term of this Agreement, the Company may introduce the Consultant to its employees,
management, consultants and individuals and companies who may be potential clients or customers of the Company. The Consultant
hereby agrees that it will not make any contract or contact with, deal with, or otherwise engage in any commercial transaction
with any of such Persons without the written permission of the Company. The Consultant further agrees that it will not hire, engage
or otherwise enter into a commercial transaction with any officer, director, employee or consultant of the Company during the
Term of this Agreement and for a period of two (2) years after the Termination of this Agreement without the prior written consent
of the Company. The Consultant covenants and agrees that during the Term of this Agreement and a period of one (1) year thereafter,
the Consultant shall not, directly or indirectly, manage, operate or control, or participate in the ownership, management, operation
or control of, or otherwise become interested in (whether as an owner, stockholder, member, partner, lender, consultant, Consultant,
officer, director, agent, supplier, distributor or otherwise) any business which is competitive with the business of the Company
or any of its subsidiaries or affiliates, or, directly or indirectly, induce or influence any person that has a business relationship
with the Company or any of its subsidiaries or affiliates to discontinue or reduce the extent of such relationship. The Consultant
agrees to keep confidential all written information relating to the Company’s pricing, products, planning, marketing strategies,
ideas, know-how, customers, suppliers, sales estimates, business plans, client lists, profit margins, media lists, databases,
formulas and any other information and to not disclose any of same to any party. Consultant agrees that any contacts, referrals
provided to the Company shall be the intellectual property of the Company.


 






    3


     


    

 


6.         Termination.
This Agreement may be terminated prior to the end of the Engagement Period by either party on thirty (30) days written notice
to the other party. In the event that this Agreement is terminated, all obligations of the parties, except for the payment provisions
of Sections 3.1, 3.2 and 3.4, which shall continue for the entire Engagement Period of this Agreement, shall thereupon immediately
terminate.


 


7.         General
Provisions.


 


7.1          Notices. All
notices required to be given under the terms of this Agreement shall
be in writing and shall be deemed to have been duly given only if delivered to the addressee in person or mailed by
certified mail, return receipt requested, to the address as included in the Company’s records or to any such other address as
the party to receive the notice shall advise by due notice given in accordance with this paragraph. Any party hereto may
change its or his address for the purpose of receiving notices, demands and other communications as herein provided, by a
written notice given in the manner aforesaid to the other party hereto.


 


7.2          Benefit
of Agreement and Assignment. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective executors, administrators, successors and
assigns; provided, however, that Consultant may not assign any of his rights or duties hereunder except upon the prior
written consent of the President of the Company.


 


7.3          Applicable Law. IRRESPECTIVE OF THE PLACE OF EXECUTION OR PERFORMANCE, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL
BE INTERPRETED, GOVERNED BY, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH AND UNDER THE LAWS OF THE STATE OF COLORADO APPLICABLE
TO AGREEMENTS ENTERED INTO AND WHOLLY PERFORMED THEREIN WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS. THE PARTIES
CONSENT TO THE JURISDICTION OF THE COURTS OF THE STATE OF COLORADO AND THE UNITED STATES DISTRICT COURT FOR THE STATE OF COLORADO
FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING INVOLVING A CLAIM, DISPUTE OR CONTROVERSY WITH RESPECT TO THIS AGREEMENT
NOT OTHERWISE SUBJECT TO BINDING ARBITRATION AS SET FORTH UNDER SECTION 7.11 OF THIS AGREEMENT.


 


7.4          Captions. The
captions appearing at the commencement of the sections hereof
are descriptive only and for convenience of reference only and are not intended to be part of or to effect the meaning or
interpretation of this Agreement.


 


7.5          Severability. In
the event that any one or more of the provisions contained in
this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement or any other such instrument.


 



    4


     


    

 


7.6          Entire
Agreement. This Agreement contains the entire Agreement of the
parties, and supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to
the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or
Agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which is not
embodied herein, and that no other Agreement, statement or promise not contained in this Agreement shall be valid or
binding.


 


7.7          Amendments. This
Agreement may be modified or amended only by an Agreement in writing signed by the Company and Consultant.


 


7.8          Waiver.  No
waiver of any provision hereof shall be valid unless made in writing and signed by the party making the waiver. No waiver of
any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any
waiver constitute a continuing waiver.


 


7.9          Authority. Each
party hereto represents and warrants that it or he has the power and authority to execute and deliver this Agreement and to
perform its or his obligations hereunder.


 


7.10         Compliance with Laws and Policies. Consultant agrees that he will at all times comply strictly with all applicable laws
and all current and future policies of the Company.


 


7.11         Arbitration. Any dispute or controversy arising under or in connection with this Agreement, other than matters pertaining
to injunctive relief, including, without limitation, temporary restraining orders, preliminary injunctions and permanent injunctions,
shall, upon the written demand of either party served upon the other party, be submitted to arbitration. Such arbitration shall
be held in the City of Denver, State of Colorado, and conducted in accordance with the Rules of the American Arbitration Association.


 


7.12         Purchases of goods from the Company by the Consultant. During the Engagement Period, Consultant shall be entitled to purchase
any Products sold by the Company at the Company’s cost, provided such purchases are for the private use of the Consultant.


 






    5


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed the above Agreement as of the day and year first above written:


 





	 	GROWGENERATION
    CORP.
	 	 
	 	By:	/s/
    Darren Lampert
	 	Name:	Darren Lampert
	 	Title:	CEO
	 	 	 
	 	CONSULTANT
	 	 	 
	 	By:	/s/ Duane Nunez
	 	Name:	Duane Nunez



 


 


6