Exhibit 10.4


 


GrowGeneration,
corp.


 


AMENDED
AND RESTATED 2018 EQUITY INCENTIVE PLAN


 


STOCK
OPTION AWARD AGREEMENT


 


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


 


I. NOTICE
OF STOCK OPTION GRANT


 


Participant
Name: __________________________________


 


Address:
__________________________________________


 


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


 


 


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




 


Vesting
Schedule:


 


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


 


a. _____________
options shall become exerciseable commencing _____________


 


b. _____________
options shall become exerciseable commencing _____________


 


c. _____________
options shall become exerciseable commencing _____________


 






     


     


    

 


Termination
Period:


 


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


 


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


 





	PARTICIPANT:	 	GrowGeneration,
    corp.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title
	 	 	 
	 	 	 
	Residence Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 






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EXHIBIT
A


 


TERMS
AND CONDITIONS OF STOCK OPTION GRANT


 


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


 


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


 


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


 


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


 


4. Exercise
of Option.


 


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


 


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


 






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


 


(a) cash;


 


(b) check;


 


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


 


(d) cashless
exercise by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market
Value equal to the aggregate exercise price at the time of exercise; or


 


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


 


6. Tax
Obligations.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


[Remainder
of Page Intentionally Left Blank]





 






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EXHIBIT
B


 


GrowGeneration,
corp.


 


AMENDED
AND RESTATED 2018 EQUITY INCENTIVE PLAN


 


EXERCISE
NOTICE


 


Attention:
GrowGeneration, Corp.


 


1. Exercise
of Option. Effective as of today, ________________, 20___, the undersigned (“Purchaser”) hereby elects
to purchase ______________ shares (the “Shares”) of the Common Stock of GrowGeneration, Corp. (the “Company”)
under and pursuant to the Amended and Restated 2018 Equity Incentive Plan (the “Plan”) and the Stock Option
Award Agreement dated ________ (the “Award Agreement”). As required by the Award Agreement, the purchase price
for the Shares will be (check the applicable box):


 


	 	☐	Cash
    payment of $____________.
	 	☐	Cashless
    exercise, pursuant to Section 5 of Exhibit A to the Award Agreement, based on the closing sale price of one share of the Common
    Stock as of the Business Day prior to the date of the date of this Exercise Notice: $______ per share.


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


Submitted
by:


 


	PURCHASER:



 





	 	 
	 	 
	Signature	 
	 	 
	 	 
	Print Name	 
	 	 
	Residence Address:	 
	 	 
	 	 
	 	 
	 	 







 


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


 


	 	 



 


Date
Received


 


Accepted
by:


 


Growgeneration, corp.










 


	By:	 	 






	Name:	 	 
	Title: