HYDROFARM HOLDINGS GROUP, INC. AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT

Exhibit 4.6

HYDROFARM HOLDINGS GROUP, INC.

AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT

This Amendment No. 1 to the Investor Rights Agreement (the “Amendment Agreement”) is entered into as of November 10, 2020 by and among Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms not herein defined shall have the meanings ascribed to them in the XXX (as defined below).

Recitals

WHEREAS, the Company and the Investors entered into that certain Investor Rights Agreement, dated August 28, 2018 (the “XXX”);

WHEREAS, pursuant to Section 3.3 of the XXX, certain terms of the Agreement may be amended with the written consent of the Company and certain other parties; and

WHEREAS, the Company and the Holders desire to amend the XXX.

NOW, THEREFORE, in consideration of the foregoing recitals and for other consideration, the adequacy and sufficiency of which are hereby acknowledged the parties hereto agree as follows:

1.1 Sections 2.1, 2.2, 2.3, 2.4. Sections 2.1, 2.2, 2.3 and 2.4 of the XXX are hereby deleted in their entirety.

1.2 Section 3.3. Section 3.3 of the XXX is hereby deleted in its entirety and replaced by the following:

Amendments and Waivers. Except as otherwise provided herein, no modification, amendment, restatement, amendment and restatement, or waiver of any provision of this Agreement shall be effective without the approval of the Company and each of the Serruya Investor, the Hawthorn Investor and the PBCO Investor; provided, however, that any Investor may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Any written amendment, restatement, amendment and restatement, or waiver to this Agreement that receives the vote or consent of the Investors provided herein need not be signed by all Investors, but shall be effective in accordance with its terms and shall be binding upon all Investors and any Transferees.

1.3 Effective Date. This Amendment Agreement shall become effective upon the closing of the Company’s initial public offering.

1.4 Entire Agreement. Except as expressly set forth herein, the XXX shall remain in full force and effect and shall not be modified or altered in any other way.

1.5 Governing Law. This Amendment Agreement shall be governed by the internal law of the State of Delaware.

1.6 Titles and Subtitles. The titles and subtitles used in this Amendment Agreement are used for convenience only and are not to be considered in construing or interpreting this Amendment Agreement.

1.7 Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

1.8 Telecopy Execution and Delivery. This Amendment Agreement may be executed and delivered by facsimile or email (including ..pdf) and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

2

IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the date first written above.

	COMPANY:
	HYDROFARM HOLDINGS GROUP, INC.
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	CEO

[Amendment No. 1 to Investor Rights Agreement]

	HOLDERS:
	2118769 Ontario inc.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	President
	fruzer inc.
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	President
	2208744 Ontario inc.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	President
	2208742 Ontario inc.
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	President

[Amendment No. 1 to Investor Rights Agreement]

	CO-INVEST SPONSORS REPRESENTATIVE:
	2118769 Ontario inc.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	President

[Amendment No. 1 to Investor Rights Agreement]

	HOLDERS:
	XXXXXXXXXX 2009 FAMILY TRUST
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:

[Amendment No. 1 to Investor Rights Agreement]

	HOLDERS:
	HF I INVESTMENTS LLC
	By: BCM X3 HOLDINGS LLC, its Manager
	By:	/s/ ILLEGIBLE
		Name:
		Title:
	XX XX INVESTMENTS LLC
	By: BCM X3 HOLDINGS LLC, its Manager
	By:	/s/ ILLEGIBLE
		Name:
		Title:
	HF III INVESTMENTS LLC
	By: BCM X3 HOLDINGS LLC, its Manager
	By:	/s/ ILLEGIBLE
		Name:
		Title:

[Amendment No. 1 to Investor Rights Agreement]

	HOLDERS:
	HAWTHORN LIMITED PARTNERSHIP
	By: HAWTHORN GP, LP, its General Partner
	By: HAWTHORN GP, Inc., its General Partner
	By:	/s/ Xxxxxxxxxxx Xxxxx
		Name:	Xxxxxxxxxxx Xxxxx
		Title:	Managing Partner
	HAWTHORN CO-INVESTMENT FUND, LP
	By: HAWTHORN CO-INVESTMENT FUND GP, LP, its General Partner
	By: HAWTHORN CO-INVESTMENT FUND GP, Inc., its General Partner
	By:	/s/ Xxxxxxxxxxx Xxxxx
		Name:	Xxxxxxxxxxx Xxxxx
		Title:	Managing Partner

[Amendment No. 1 to Investor Rights Agreement]

	HOLDERS:
	XXXXX CAPITAL CORP.
	By:	/s/ Xxxxxxxxxxx Xxxxx
		Name:	Xxxxxxxxxxx Xxxxx
		Title:	President

[Amendment No. 1 to Investor Rights Agreement]

	HOLDERS:
	ARCH STREET HOLDINGS I, LLC
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:

[Amendment No. 1 to Investor Rights Agreement]

	PLACEMENT AGENTS:
	A.G.P./Alliance Global Partners
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Managing Director
	Aegis Capital Corp.
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Head of Private Equity Banking

[Amendment No. 1 to Investor Rights Agreement]