Exhibit 99.1
FORM
OF ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the “Agreement”)
is made and entered into as of the day of January 26, 2019 by
and among GrowGeneration California Corp., a Delaware Corporation (“Buyer”) with offices at 0000 X. Xxxxxxxxxxx, Xxxxxx
XX 00000 48170 and GrowGeneration Corp., a Colorado Corporation (“Issuer”) with offices at 0000 X. Xxxxxxxxxxx, Xxxxxx
XX 00000, and Palm Springs Hydroponics, Inc., a Corporation with its address located at 0000 Xxxxxxxx Xxx #0, Xxxx Xxxxxxx, XX
00000 (“Seller”).
R E C I T A L S
A. Seller is a corporation doing business as Palm Springs Hydroponics,
Inc. (the “Business”).
B. The Business consists of sales of hydroponic and garden supplies.
C. Subject to the terms and conditions
of this Agreement, Buyer is willing to purchase, and Seller is willing to sell the assets, rights and properties of the business.
D. NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the terms set forth below
shall have the following meanings:
1.1 “Assets” shall be as defined in Section 2.1.
1.2 “Closing” shall be as defined in Section 2.4.
1.3 “Debt” shall be defined as any monies owed
by the Business as enumerated in Schedule A-1
1.4 “GAAP” shall mean generally accepted accounting
principles in the United States.
1.5 “IRC” shall mean the Internal Revenue Code
of 1986, as amended.
1.6 “Liens” shall mean all liens, charges, easements,
security interests, mortgages, conditional sale contracts, equities, rights of way, covenants, restrictions, title defects, objections,
claims or other encumbrances.
1.7 “Material Adverse Effect”
shall mean an event which has a material adverse effect on the condition, financial or otherwise, of the Assets, business,
prospects or results of operations the business.
1.9 “Shares”
shall mean 75,000 restricted GrowGeneration Corp. common shares, GrowGeneration Corp being a publicly held Colorado Corporation,
symbol (OTCQX: GRWG) whose address is 0000 X. Xxxxxxxxxxx, Xxxxxx XX 00000 (the “Issuer”) The term “restricted”
shall have the same meaning as defined under the Securities Act of 1933 (“Securities Act”) Rule 144.
2. SALE AND PURCHASE OF ASSETS
2.1 Sale of Assets. On the terms and subject
to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign,
transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Assets of the business. The Assets
shall include all assets of the Business identified by the terms of this Agreement or described with particularity in Schedule
2.1 to this Agreement. The Assets shall include the following:
2.1.1 Inventories. All inventories
of, finished goods, inventory for resale, supplies and repair materials of the Business as of the Closing Date (the “Inventories”).
A summary of such items on hand as of February 2019 is attached hereto as Schedule 2.1.1.
2.1.2 Fixed Assets and Tangible
Personal Property. To the extent any of the following exists, all fixed assets and tangible personal property of the Business (other
than the Inventories) as it relates to this transaction, including all equipment, supplies, furniture, fixtures, hardware. A list
of such fixed assets and tangible personal property is attached hereto as Schedule 2.1.2.
2.1.3 Intangible Personal Property.
To the extent any of the following exists, all intangible property of the Business including without limitation, software, copyrights
software source codes, customer lists, customer files, customer records, trade and other association memberships and rights, and
licenses and permits susceptible of transfer under regulatory agency rules. A detailed list of such assets is attached hereto as
Schedule 2.1.3.
2.1.4 Contracts. To the extent
any of the following exist, all rights in and to the contracts of the Business (other than as described on Schedule 2.2),
including license agreements, assignment agreements, distribution agreements and agreements for leased equipment (the “Contracts”).
A list of all written Contracts (excluding any Contracts listed on Schedules 2.1.1-3) is attached hereto as Schedule
2.1.4 showing, for each Contract, the names of the parties, the subject of the Contract, the basic terms and the consideration
involved.
2.1.5 Asset Purchase Price. Subject to the terms and
conditions of this Agreement, and in full consideration for the transfer of such Assets at Closing, Buyer shall pay the Seller
an aggregate purchase price equal to (i) the actual cost of Seller’s inventory at Closing estimated to be $450,000; plus
(ii) the sum of $25,000 for Seller’s fixed assets; plus (iii) the sum of $400,000 for Seller’s intangible assets and
goodwill, and (iv) a delivery of a Stock Certificate representing the 75,000 Shares (all to be delivered upon the closing of the
Transaction (the “Closing”).
Inventories. All inventories of, finished goods,
inventory for resale, supplies and repair materials of the Business as of the Closing Date, it being expressly agreed that
all obsolete inventory, defined as items on hand not sold in 12 rolling months, will not be included. In addition, all
Slow-Moving Inventory, defined as inventory on hand in excess of the average number units sold during the previous 12 months,
will be valued at 60 percent of sellers actual cost. (the “inventories
2.2
2.3 Closing.
2.3.1 Closing Date. The closing
of the purchase and sale of the Assets shall take place, on or before March 1, 2019, provided all conditions to the closing shall
have been satisfied or waived, or at such other place, date or time as Buyer and Seller may agree in writing. The date of the Closing
shall constitute the “Closing Date.”
2.3.2 Seller’s Deliveries at Closing. At the
Closing, Seller will deliver or cause to be delivered to Buyer:
(a) Xxxx of Sale of Seller authorizing
consummation of the transaction contemplated by this Agreement in the form attached as Exhibit A,
(b) A compliance certificates in
the form as indicated in the attached Exhibit B.;
(c) A Non-Disclosure and Non-Compete
Agreement executed at Closing in the form indicated in the attached Exhibit C;
(d) An Assignment of Trademarks
Form in a form indicated in the attached Exhibit D;
(e) An assignment of the URL,
website content and all copyright therein for the website Palm Springs Hydroponics,com, in the form indicated in the attached
Exhibit E;
(f) Such other documents and instruments
as may be reasonably requested to affect the transactions contemplated hereby.
Simultaneously with such deliveries, Seller
shall take such steps as are necessary to put Buyer in actual possession and control of the Assets.
2.3.3 Buyer’s Deliveries at Closing. At the
Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
(a) A certified check or wire transfer
in the amount of Four Hundred Thousand Dollars ($400,000) plus Twenty-Five Thousand Dollars ($25,000) plus the actual cost of Sellers
Inventory, estimated to be Four Hundred Fifty Thousand Dollars ($450,000)
payable to Seller;
(b) A Resolution from the Buyer
and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form indicated in the attached Exhibit
F;
(c) Such other documents and instruments
as may be reasonably requested to affect the transactions contemplated hereby.
(d) A stock certificate to be held
in the name of Xxxxxxx Xxxxxxx representing the Shares in the form indicated in the attached Exhibit G;
(e) Buyer and Issuer Charter Documents
as defined in Section 4.1.1 attached as Exhibit H; and
3. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller, to the best of its knowledge, hereby
represents and warrants to Buyer the following, except as set forth in the Disclosure Schedule attached hereto as Schedule 3:
3.1 Organization and Authority. Seller
is a Corporation doing business as “Palm Springs Hydroponics, Inc.”.
3.1.1 Authority Relating to this Agreement;
No Violation of Other Instruments.
3.1.2 The execution and delivery
of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller
and, assuming execution of this Agreement by Buyer, this Agreement will constitute a legal, valid and binding obligation of Seller.
3.2 Capitalization. All of the debts or other obligations of
the Business are set forth in the schedules hereto.
3.3 Ownership and Delivery of Assets. The Assets comprise all
of the assets, material rights and all of the business of the Business. Seller is the true and lawful owner of the Assets and has
all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances. No other person
will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Xxxx of Sale
attached as Exhibit A, and other instruments of conveyance with respect to the Assets as indicated in Section 2.3.2 on the
Closing Date, Buyer will acquire good and valid title to the Assets free and clear of all liens.
3.4
Compliance with Law. The Seller holds, and has at all times since inception of the Business held, all licenses, permits and
authorizations necessary for the lawful conduct of the Business pursuant to all applicable statutes, laws, ordinances, rules
and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over the
Business or over any part of the Business’ operations, and Seller knows of no violation thereof.
The Seller is not in violation of any decree, judgment, order, law or regulation of any court or other governmental body,
which violation could have a Material Adverse Effect on the Business.
3.5 Investments in Others. The Seller does
not conduct any part of the Business through any other entity in which such Seller has an equity investment.
3.6 Financial Statements. Seller has delivered
unaudited consolidated financial statements of the Business (the “Financial Statements”) to Buyer.
3.7 Absence of Undisclosed Liabilities.
The Business does not have outstanding on the date hereof, any indebtedness or liability (fixed or contingent, known or unknown,
accrued or unaccrued) other than those enumerated in the schedules hereto.
3.8 Tax Returns and Payments. Schedule
3.9 constitutes a true and complete list of all types of taxes paid or required to be paid in connection with the Business. All
tax returns and reports with respect to the Business required by law to be filed under the laws of any jurisdiction, domestic or
foreign, have been duly and timely filed and all taxes, fees or other governmental charges of any nature which were required to
have been paid have been paid or provided for. Seller has no knowledge of any unpaid taxes or any actual or threatened assessment
of deficiency or additional tax or other governmental charge or a basis for such a claim against Seller. Seller has no knowledge
of any tax audit of Seller by any taxing or other authority in connection with the Business. Sellers has no knowledge of any such
audit currently pending or threatened, and there are no tax liens on any of the properties or assets of the Business, nor have
any such liens been threatened.
3.9 Absence of Certain Changes or Events.
Since January 1, 2019, there has been no events or changes giving rise to a Material Adverse Effect.
3.10 Litigation. Seller is not a party
to any pending or, to the knowledge of Seller, threatened action, suit, proceeding or investigation, at law or in equity or otherwise
in, for or by any court or other governmental body which could have a Material Adverse Effect on: (i) the condition, financial
or otherwise, Assets, liabilities, business, prospects or results of operations of the Business; or (ii) the transactions contemplated
by this Agreement; nor, to the knowledge of the Business, does any basis exist for any such action, suit, proceeding or investigation.
The Business is not subject to any decree, judgment, order, law or regulation of any court or other governmental body which could
have a Material Adverse Effect, or which could prevent the transactions contemplated by this Agreement or the continuation of the
business conducted by the Business.
3.11 Negotiations with Other Parties. Neither
Seller nor any other person on his behalf is presently conducting or contemplating negotiations with any other party regarding
any acquisition, merger or similar transaction.
3.12 Limitations on Transferability. Seller
acknowledges that the Shares are being issued pursuant to exemption from registration as securities under applicable federal and
state law. Seller covenants that in no event will Seller dispose of any of the Shares (other than pursuant to Rule 144 or any similar
or analogous rule), without the prior written consent of Issuer, which shall not unreasonably be withheld. The stock certificate
representing the Shares shall display the following legend:
“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED
UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH
TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH
THE ACT.
3.13 Accredited Investor. Seller hereby
warrants that it is an Accredited Investor.
3.14 Contracts. To the extent any of the
following exist, Seller has delivered to Buyer copies of all Contracts. A list of the delivered Contracts is attached hereto as
Schedule 3.23.
3.15 Full Disclosure. The representations
and warranties of Buyer contained in this Agreement and the schedule hereto, when read together, do not contain any untrue statement
of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances
under which they were made not misleading.
4. REPRESENTATIONS AND WARRANTIES OF
BUYER
Buyer and Issuer hereby represents and
warrants to Seller which shall be true and correct as of the date of this Agreement and will be true and correct as of the Closing,
that:
4.1 Corporate Organization and Authority.
Buyer and Issuer:
4.1.1 Are a Delaware and Colorado Corporations,
respectively duly organized, validly existing, authorized to exercise all its corporate powers, rights and privileges in Colorado,
Delaware and California, and in good standing in the State of Colorado, Delaware and California, and the Buyer and the Issuer have
delivered to Seller, true, complete and correct copies of Articles of Incorporation and Bylaws (collectively the “Buyer and
Issuer Charter Documents”), attached as Exhibit H; and
4.1.2 has the corporate power and corporate
authority to own and operate its properties and to carry on its business now conducted and as proposed to be conducted.
4.2 Authorization. All corporate action
on the part of Buyer and Issuer, its officers, directors, and unit holders necessary for the authorization, execution, delivery,
and performance of all obligations under this Agreement and for the issuance of the Shares has been taken, and this Agreement constitutes
a legally binding and valid obligation of Buyer enforceable in accordance with its terms.
4.3 Corporate Power. Buyer and Issuer has
all requisite legal and corporate power and authority to execute and deliver this Agreement and Exhibits, to sell and issue the
Shares, and to carry out and perform its obligations under the terms of the Agreement.
4.4 Litigation. There is no action, proceeding,
or investigation pending or threatened, or any basis therefor known to Buyer or Issuer, that questions the validity of the Agreement
and Exhibits or the right of Buyer or Issuer to enter into the Agreement and the Exhibits or to consummate the transactions contemplated
by the Agreement and the Exhibits.
4.5 Brokers and Finders. Each of the Buyer
and Seller represents that there is no broker entitled to compensation in connection with this Transaction.
4.6 Full Disclosure. The representations
and warranties of Buyer and Issuer contained in this Agreement, schedule hereto, and Exhibits, when read together, do not contain
any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein
in view of the circumstances under which they were made not misleading.
4.7 No Conflicts. The execution, delivery
and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and the fulfillment
of the terms hereof will not: (a) conflict with, or result in a breach or violation of the Buyer and Issuer Charter Documents;
(b) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both)
under any document, agreement or other instrument to which Buyer and Issuer or are a party or result in the creation or imposition
of any lien, charge or encumbrance on any of Buyer’s or Issuer’s properties pursuant to (i) any law or regulation to
which the Buyer or Issuer or any of their property is subject, or (ii) any judgment, order or decree to which Buyer or Issuer is
bound or any of its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which
Buyer or Issuer is subject, or by which Buyer or Issuer is bound.
4.8 Awareness of Buyer. Buyer acknowledges
the following:
(a) During the negotiations prior to the
execution of this Agreement, Buyer has been furnished such financial data and other data that Buyer considers necessary or advisable
to enable Buyer to form a decision concerning the purchase of the Assets.
(b) Buyer has had an opportunity to examine
the Assets and agree to accept the same “As Is,” subject to the remaining conditions and other provisions of this Agreement.
(c) Buyer has, either individually or through
agents or employees of Buyer, sufficient knowledge, expertise, and financial capacity to operate the Business; and, further, Buyer
is capable of evaluating the merits and risks of the purchase of the Business set forth in this Agreement.
5. CONDITIONS TO THE OBLIGATIONS OF BUYER
Except as otherwise specifically set forth
herein or as contemplated by this Agreement, all obligations of Buyer under this Agreement are subject to the fulfillment, prior
to or at the Closing Date, of each of the following conditions:
5.1 Covenants Performed by Seller. Each
of the obligations of Seller to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been
duly performed in all material respects.
5.2 Material Changes in Business of Company.
Between January l, 2019 and the Closing Date there shall have been no Material Adverse Effect.
5.3 No Action to Prevent Completion. There
shall not have been instituted and be continuing or threatened any claim, action or proceeding which could have a Material Adverse
Effect, nor shall there have been instituted and be continuing or threatened any such claim, action or proceeding to restrain,
prohibit or invalidate, or to obtain damages in respect of, the transactions contemplated by this Agreement or which might affect
the right of Buyer after the Closing Date to own the Assets or to operate the Business.
5.4 Delivery of Closing Documents. Seller
shall have delivered to Buyer the closing documents required by Section 2.3.2 of this Agreement.
6. CONDITIONS TO THE OBLIGATIONS OF
SELLER
Except as otherwise specifically set forth
herein, all obligations of Seller under this Agreement are subject to the fulfillment and satisfaction, prior to or at the Closing,
of each of the following conditions:
6.1 Representations and Warranties True
at the Closing. The representations and warranties of Buyer and Issuer contained in this Agreement shall be deemed to have been
made again at and as of the Closing Date and shall then be true in all material respects.
6.2 Covenants Performed by Buyer and Issuer.
Each of the obligations of Buyer and Issuer to be performed on or before the Closing Date pursuant to the terms of this Agreement
shall have been duly performed in all material respects.
6.3 Authority Relating to this Agreement.
All corporate and other proceedings required to be taken by or on behalf of Buyer and Issuer to authorize Buyer and Issuer to execute,
deliver and carry out this Agreement, have been duly and properly taken.
6.4 No Action to Prevent Completion. There
shall not have been instituted and be continuing or threatened any action or proceeding by or before any court or other governmental
body to restrain, prohibit or invalidate, or to obtain damages in respect of, the transactions contemplated by this Agreement.
6.5 Delivery
of Closing Documents. Buyer and Issuer shall have delivered to Seller the closing documents required to be delivered pursuant to
Section 2.3.3, in form and substance reasonably
satisfactory to Seller and its counsel.
7. EMPLOYMENT MATTERS
7.1 Independent Contractors and Employees.
Buyer shall have no liability for accrued wages (including salaries and commissions), severance pay, accrued vacation, sick leave
or other benefits, or employee agreements of any type or nature on account of Seller, retention of or termination of independent
contractors or employment of or termination of employees, and Seller shall indemnify Buyer and hold Buyer harmless against liability
arising out of any claims for such pay or benefits or any other claims arising from Seller’s retention of or employment of
or termination of such independent contractors or employees, resulting from Seller’s acts or omissions.
8. INDEMNITY
8.1 Seller’s Indemnity. The Seller
shall indemnify and hold harmless Buyer from and against any and all losses, costs, expenses, liabilities, obligations, claims,
demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith
and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach by Seller of any
representation or warranty made pursuant to this Agreement; (ii) the non-performance, partial or total, of any covenant made pursuant
to this Agreement; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors
or employment of the Business’ employees by Seller or any termination of such independent contractors or employees. Notwithstanding
the terms and conditions of this Article 8, the Seller liability arising or related to this Agreement, its Exhibits and specifically,
without limitation, this Article 8 Indemnification) shall not exceed the Asset Purchase Price.
8.2 Buyer’s Indemnity. Buyer shall
indemnify and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands,
causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and
reasonable attorneys’ fees (“Seller’s Damages”, which arise out of: (i) the breach by Buyer of any representation
or warranty made by Buyer pursuant to this Agreement and its Exhibits and (ii) the non-performance, partial or total, of any covenant
made by Buyer pursuant to this Agreement and its Exhibits; or (iii) the ownership of the Assets or in connection with the Business
activities of Buyer related to the Assets subsequent to the Closing Date.
9. MISCELLANEOUS
9.1 Allocation of Purchase Price. Schedule 9.1 constitutes the allocation agreed
to by Seller and Buyer of the Purchase Price among the various items included in the assets and business being transferred by Seller
to Buyer. Buyer and Seller shall file all tax returns and reports in a manner consistent with Schedule 9.2. Schedules based upon
and contains the information to be delivered by Buyer and Seller to the IRS on Form 8594 in the form as attached as Exhibit
J.
9.2 Confidentiality. No party hereto shall issue a press release or otherwise publicize
the transactions contemplated by this Agreement or otherwise disclose the nature or contents of this Agreement until the transaction
is completed.
9.3 Expenses. Each party will pay its own
costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when
incurred. In the event of any legal action to enforce any of the obligations set forth in the Agreement, the prevailing party shall
be entitled to recover costs and reasonable legal fees.
9.4 Notices. Any notice or other communication
required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served
personally or by email, or five days after the date of mailing if mailed, by first class mail, registered or certified, postage
prepaid. Notices shall be addressed as follows:
GrowGeneration Corp. and GrowGeneration
Michigan Corp.
0000 X. Xxxxxxxxxxx Xxx.
Xxxxxx, XX 00000
Palm Springs, Hydroponics
0000 Xxxxxxxx
Xxx #0
Xxxx Xxxxxxx, XX 00000
or to such other address as a party has
designated by notice in writing to the other party in the manner provided by this section.
9.5 Survival of Terms. All warranties,
representations, indemnification obligations, and covenants contained in this Agreement and any certificate or other instrument
delivered by or on behalf of the parties pursuant to this Agreement shall be continuous and shall survive the Closing for a period
of one year.
9.6 Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and wholly
to be performed in the State of California by California residents.
9.7 Successors and Assigns. This Agreement
and Exhibits and the rights of the parties hereunder may not be assigned and shall be binding upon and shall inure to the benefit
of the parties hereto, the successors of Buyer and the Seller, and the heirs and legal representatives of the shareholders of the
Seller.
9.8 Entire Agreement. This Agreement, together
with the schedules, exhibits and other documents referenced herein, sets forth the entire understanding of the parties hereto with
respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties
regarding the subject matter hereof, whether written or oral, are superseded and replaced by this Agreement.
9.9 Amendment.
This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto.
9.10 Waiver. Any extension or waiver by
any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party.
9.11 Schedules and Exhibits. Each of the
Schedules and Exhibits to this Agreement is incorporated herein by this reference and expressly made a part of this Agreement.
9.12 Partnership. The relationship of the
parties is that of “buyer” and “seller,” and nothing contained herein shall be deemed to create a partnership
or joint venture between the parties.
9.13 Counterparts. This Agreement may be
executed in any number of counterparts and any party hereto may execute any such counterpart, which counterparts may be sent by
telecopy (with originals to follow) or .PDF attached to an confirmed e-mail of a signature page signed by that party and shall
be valid and acceptable, each of which when executed and delivered shall be deemed to be an original, and all of which counterparts
taken together shall constitute but one and the same instrument.
9.14 Specific Performance; Remedies. Each
party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for
any violation by any of them of any of the covenants or agreements contained in this Agreement and its Exhibits, including the
confidentiality obligations set forth in this Agreement or in any other agreement between any of the parties hereto. It is accordingly
agreed that, in addition to any other remedies which may be available upon the breach of any such covenants or agreements, each
party hereto shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise to obtain
specific performance of covenants and agreements of other parties contained in this Agreement.
9.15 Severability. If any provision of
this Agreement or Exhibit or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction,
the remainder hereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not
be affected thereby, and to this end the provisions of this Agreement shall be severable.
9.16 Further Representations. Each party
to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions
contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further
represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement
and is not relying on any representation or statements made by the other party as to such tax consequences.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the date first above written.
SELLER: |
BUYER: |
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PALM SPRINGS HYDROPONICS, INC. |
GROWGENERATION CALIFORNIA CORP. |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Xxxxxxx Xxxxxxx, President |
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Xxxxxx Xxxxxxx, CEO |
Schedule 2.1
Assets
2.1.1 Inventories.
$500,000 of finished goods
2.1.2 Fixed assets and tangible personal
property. Racks, shelves, cash register, computers, furniture.
2.1.3 Intangible Personal Property. Software
including Point of Sale System, the Lease, the name “Superior Growers Supply, Inc.” and good will associated
therewith.
2.1.4 Contracts. - Lease