Exhibit 10.39


 


Option No.________


 


HYDROFARM HOLDINGS GROUP, INC.


 


Stock Option Grant Notice


 


Stock Option Grant under the Company’s


2020 Employee, Director and Consultant
Equity Incentive Plan


 


		1.	Name and Address of Participant:	 
	 	 	 	 
	 	 	 	 



 


		2.	Grant Date:	 



 


		3.	Type of Grant:	 



 


		4.	Maximum Number of Shares for
                                         which this Option is exercisable:	 



 


		5.	Exercise (purchase) price per share:	 



 


		6.	Option Expiration Date:	 



 


		7.	Vesting Start Date:	 



 


		8.	Vesting
                                         Schedule: This Option shall become exercisable (and the Shares issued upon exercise shall
                                         be vested) as follows provided the Participant is an Employee, director or Consultant
                                         of the Company or of an Affiliate on the applicable vesting date:



 


[Insert Vesting Schedule]


 


The foregoing rights are cumulative and
are subject to the other terms and conditions of this Stock Option Grant Notice and the Plan.


 






     


     


    

 


The Company and the Participant acknowledge
receipt of this Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached hereto and incorporated
by reference herein, the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan and the terms of this Option
Grant as set forth above.


 


	 	HYDROFARM
    HOLDINGS GROUP, INC.
	 	 
	 	By: 	 
	 	 	Name: 	        
	 	 	Title:	  
	 	 
	 	 
	 	Participant




 






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HYDROFARM HOLDINGS GROUP, INC.


 


STOCK OPTION AGREEMENT - INCORPORATED
TERMS AND CONDITIONS


 


AGREEMENT (this “Agreement”)
made as of the date of grant set forth in the Stock Option Grant Notice by and between Hydrofarm Holdings Group, Inc. (the “Company”),
a Delaware corporation, and the individual whose name appears on the Stock Option Grant Notice (the “Participant”).


 


WHEREAS, the Company
desires to grant to the Participant an Option to purchase shares of its common stock, $0.0001 par value per share (the “Shares”),
under and for the purposes set forth in the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan (the
 “Plan”);


 


WHEREAS, the Company
and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and


 


WHEREAS, the Company
and the Participant each intend that the Option granted herein shall be of the type set forth in the Stock Option Grant Notice.


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto
agree as follows:


 


1.            
GRANT OF OPTION. The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate
of the number of Shares set forth in the Stock Option Grant Notice, on the terms and conditions and subject to all the limitations
set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The
Participant acknowledges receipt of a copy of the Plan.


 


2.            
EXERCISE PRICE. The exercise price of the Shares covered by the Option shall be the amount per Share set forth in the Stock
Option Grant Notice, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other
events affecting the holders of Shares after the date hereof (the “Exercise Price”). Payment shall be made in accordance
with Paragraph 10 of the Plan.


 


3.            
EXERCISABILITY OF OPTION. Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted
hereby shall become vested and exercisable as set forth in the Stock Option Grant Notice and is subject to the other terms and
conditions of this Agreement and the Plan.


 


4.            
TERM OF OPTION. This Option shall terminate on the Option Expiration Date as specified in the Stock Option Grant Notice
and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more
than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not
be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in
the Plan.


 






     


     


    

 


If the Participant ceases
to be an Employee, director or Consultant of the Company or of an Affiliate for any reason other than the death or Disability
of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent
then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance
with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration
Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth
below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination
Date.


 


If
this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an Employee of the
Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as
a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated
until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and
be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this
Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service
to the Company or an Affiliate.


 


Notwithstanding the
foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant
or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after
the Option Expiration Date as specified in the Stock Option Grant Notice.


 


In the event the Participant’s
service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion
of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated
for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s
termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s
termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to
have any right to exercise the Option and this Option shall thereupon terminate.


 


In the event of the
Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after
the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date as
specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable:


 


(a)          
to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s
termination of service due to Disability; and


 


(b)          
in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of
the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the
next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the
current vesting period prior to the date of the Participant’s termination of service due to Disability.


 






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In the event of the
death of the Participant while an Employee, director or Consultant of the Company or of an Affiliate, the Option shall be exercisable
by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to
the Option Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable:


 


		(x)	to the extent that the Option has
                                         become exercisable but has not been exercised as of the date of death; and



 


		(y)	in the event rights to exercise the
                                         Option accrue periodically, to the extent of a pro rata portion through the date of death
                                         of any additional vesting rights that would have accrued on the next vesting date had
                                         the Participant not died. The proration shall be based upon the number of days accrued
                                         in the current vesting period prior to the Participant’s date of death.



 


5.            
METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this Agreement, the Option may be exercised by written
notice to the Company or its designee, in substantially the form of Exhibit A attached hereto (or in such other form acceptable
to the Company, which may include electronic notice). Such notice shall state the number of Shares with respect to which the Option
is being exercised and shall be signed by the person exercising the Option (which signature may be provided electronically in
a form acceptable to the Company). Payment of the Exercise Price for such Shares shall be made in accordance with Paragraph 10
of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however,
that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company
deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The
Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name
of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so
request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant
and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order
of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other
than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option.
All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.


 


6.            
PARTIAL EXERCISE. Exercise of this Option to the extent above stated may be made in part at any time and from time to time
within the above limits, except that no fractional share shall be issued pursuant to this Option.


 


7.           
NON-ASSIGNABILITY. The Option shall not be transferable by the Participant otherwise than by will or by the laws of descent
and distribution. If this Option is a Non-Qualified Option then it may also be transferred pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. Except
as provided above in this paragraph, the Option shall be exercisable, during the Participant’s lifetime, only by the Participant
(or, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) and shall not be
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or
of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process
upon the Option shall be null and void.


 






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8.            
NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Participant shall have no rights as a stockholder with respect to Shares subject
to this Agreement until registration of the Shares in the Company’s share register in the name of the Participant. Except
as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall
be made for dividends or similar rights for which the record date is prior to the date of such registration.


 


9.            
ADJUSTMENTS. The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions
with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by
reference.


 


10.          
TAXES. The Participant acknowledges and agrees that (i) any income or other taxes due from the Participant with respect
to this Option or the Shares issuable pursuant to this Option shall be the Participant’s responsibility; (ii) the Participant
was free to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or
her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement
freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations
or assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate
regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement;
and (iv) neither the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for
any applicable costs, taxes, or penalties associated with the Option if, in fact, the Internal Revenue Service were to determine
that the Option constitutes deferred compensation under Section 409A of the Code.


 


If this Option is designated
in the Stock Option Grant Notice as a Non-Qualified Option or if the Option is an ISO and is converted into a Non-Qualified Option
and such Non-Qualified Option is exercised, the Participant agrees that the Company may withhold from the Participant’s
remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that
is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required
to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant
on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s
remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company
on demand, in cash, for the amount under-withheld.


 






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11.          
PURCHASE FOR INVESTMENT. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option
shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue the Shares
covered by such exercise unless the Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act and until the following conditions have been fulfilled:


 


(a)         
The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are
acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with,
the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the
following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise:


 


“The shares represented
by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including
a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities
Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from
registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;”
and


 


(b)         
If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon
such particular exercise in compliance with the Securities Act without registration thereunder. Without limiting the generality
of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which
the Company deems necessary under any applicable law (including without limitation state securities or “blue sky”
laws).


 


12.          
RESTRICTIONS ON TRANSFER OF SHARES.


 


(a)         
The Participant agrees that in the event the Company proposes to offer for sale to the public any of its equity securities
and such Participant is requested by the Company and any underwriter engaged by the Company in connection with such offering to
sign an agreement restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer,
whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities
of the Company held by him or her during such period as is determined by the Company and the underwriters, not to exceed 180 days
following the closing of the offering, plus such additional period of time as may be required to comply with FINRA rules or similar
rules thereto promulgated by another regulatory authority (such period, the “Lock-Up Period”). Such agreement shall
be in writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary
and prevailing terms and conditions. Notwithstanding whether the Participant has signed such an agreement, the Company may impose
stop-transfer instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions
until the end of the Lock-Up Period.


 






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(b)         
The Participant acknowledges and agrees that neither the Company, its stockholders nor its directors and officers, has
any duty or obligation to disclose to the Participant any material information regarding the business of the Company or affecting
the value of the Shares before, at the time of, or following a termination of the service of the Participant by the Company, including,
without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired
by or merged with or into another firm or entity.


 


13.          
NO OBLIGATION TO MAINTAIN RELATIONSHIP. The Participant acknowledges that: (i) the Company is not by the Plan or this Option
obligated to continue the Participant as an employee, director or Consultant of the Company or an Affiliate; (ii) the Plan is
discretionary in nature and may be suspended or terminated by the Company at any time; (iii) the grant of the Option is a one-time
benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options;
(iv) all determinations with respect to any such future grants, including, but not limited to, the times when options shall be
granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable,
will be at the sole discretion of the Company; (v) the Participant’s participation in the Plan is voluntary; (vi) the value
of the Option is an extraordinary item of compensation which is outside the scope of the Participant’s employment or consulting
contract, if any; and (vii) the Option is not part of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.


 


14.          
IF OPTION IS INTENDED TO BE AN ISO. If this Option is designated in the Stock Option Grant Notice as an ISO so that the
Participant (or the Participant’s Survivors) may qualify for the favorable tax treatment provided to holders of Options
that meet the standards of Section 422 of the Code then any provision of this Agreement or the Plan which conflicts with the Code
so that this Option would not be deemed an ISO is null and void and any ambiguities shall be resolved so that the Option qualifies
as an ISO. The Participant should consult with the Participant’s own tax advisors regarding the tax effects of the Option
and the requirements necessary to obtain favorable tax treatment under Section 422 of the Code, including, but not limited to,
holding period requirements.


 






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Notwithstanding
the foregoing, to the extent that the Option is designated in the Stock Option Grant Notice as an ISO and
is not deemed to be an ISO pursuant to Section 422(d) of the Code because the aggregate Fair Market Value (determined as of the
Date of Option Grant) of any of the Shares with respect to which this ISO is granted becomes exercisable for the first time during
any calendar year in excess of $100,000, the portion of the Option representing such excess value shall be treated as a Non-Qualified
Option and the Participant shall be deemed to have taxable income measured by the difference between the then Fair Market Value
of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement. 


 


Neither
the Company nor any Affiliate shall have any liability to the Participant, or any other party, if the Option (or any part thereof)
that is intended to be an ISO is not an ISO or for any action taken by the Administrator, including without limitation the conversion
of an ISO to a Non-Qualified Option.


 


15.          
NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO. If this Option is designated in the Stock Option Grant Notice as an
ISO then the Participant agrees to notify the Company in writing immediately after the Participant makes a Disqualifying Disposition
of any of the Shares acquired pursuant to the exercise of the ISO. A Disqualifying Disposition is defined in Section 424(c) of
the Code and includes any disposition (including any sale) of such Shares before the later of (a) two years after the date the
Participant was granted the ISO or (b) one year after the date the Participant acquired Shares by exercising the ISO, except as
otherwise provided in Section 424(c) of the Code. If the Participant has died before the Shares are sold, these holding period
requirements do not apply and no Disqualifying Disposition can occur thereafter.


 


16.          
NOTICES. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service,
facsimile, registered or certified mail, return receipt requested, addressed as follows:


 


If
to the Company:


 


Hydrofarm
Holdings Group, Inc.


 


Attention:


 


If
to the Participant at the address set forth on the Stock Option Grant Notice or to such other address or addresses of which notice
in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt,
one business day following delivery to a recognized courier service or three business days following mailing by registered or
certified mail.


 


17.          
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this
Agreement, the parties hereby consent to exclusive jurisdiction in [State] and agree that such litigation shall be conducted
in the state courts of [County], [State] or the federal courts of the United States for the District of [State].


 






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18.          
BENEFIT OF AGREEMENT. Subject to the provisions of the Plan and
the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.


 


19.          
ENTIRE AGREEMENT. This Agreement, together with the Plan, embodies
the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject matter hereof (with the exception of acceleration
of vesting provisions contained in any other agreement with the Company). No statement, representation, warranty, covenant or
agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms
and provisions of this Agreement. Notwithstanding the foregoing in all events, this Agreement shall be subject to and governed
by the Plan.


 


20.          
MODIFICATIONS AND AMENDMENTS. The terms and provisions of this
Agreement may be modified or amended as provided in the Plan.


 


21.          
WAIVERS AND CONSENTS. Except as provided in the Plan, the terms
and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver
or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent.


 


22.         
DATA PRIVACY. By entering into this Agreement, the Participant:
(i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing
Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any
such Affiliate shall request in order to facilitate the grant of options and the administration of the Plan; (ii) to the extent
permitted by applicable law waives any data privacy rights he or she may have with respect to such information, and (iii) authorizes
the Company and each Affiliate to store and transmit such information in electronic form for the purposes set forth in this Agreement.


 


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Exhibit A


 


NOTICE OF EXERCISE OF STOCK OPTION


 


Form for Shares registered in the United
States


 


To:Hydrofarm Holdings Group, Inc.


 


IMPORTANT NOTICE: This form of Notice of Exercise may only
be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which
the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective.


 


Ladies and Gentlemen:


 


I hereby exercise
my Stock Option to purchase _________ shares (the “Shares”) of the common stock, $0.0001 par value, of Hydrofarm Holdings
Group, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of
that Stock Option Grant Notice dated _______________, 202_.


 


I understand the nature
of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with
competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise
of the Option and the purchase and subsequent sale of the Shares.


 


I am paying the option
exercise price for the Shares as follows:


 


_________________________________________


 


Please issue the Shares (check one):


 


 ̈
to me; or


 


 ̈
to me and ____________________________, as joint tenants with right of survivorship,


 


at the following address:


 


	 	 
	 	 
	 	 


 






    Exhibit A-1


     


    

 


My mailing address
for stockholder communications, if different from the address listed above, is:


 





	 	 
	 	 
	 	 


 


	 	Very
    truly yours,
	 	 
	 	 
	 	Participant
    (signature)
	 	 
	 	 
	 	Print
    Name
	 	 
	 	 
	 	Date




 






    Exhibit A-2