0001144204-06-008916 Sample Contracts

Contract
AeroGrow International, Inc. • March 7th, 2006 • Lawn & garden tractors & home lawn & gardens equip • Nevada

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND SUCH STATE LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH THE COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF SUCH SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 7th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Nevada

Employment Agreement (the “Agreement”), dated as of March 1, 2006, by and between AeroGrow International, Inc., a Nevada corporation (the “Company”), and W. Michael Bissonnette (“Employee”).

AEROGROW INTERNATIONAL, INC. SUBSCRIPTION AGREEMENT INSTRUCTIONS IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT. DELIVER THE EXECUTED AGREEMENTS, NASD QUESTIONNAIRE, AND CUSTOMER ACCOUNT...
Subscription Agreement • March 7th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Colorado

If you are tendering a check, make it payable to “AeroGrow International, Inc. Segregated Account.” If you are paying by wire transfer, please contact Jeff Andrews of Keating Securities, LLC for instructions at (720) 889-0134.

Contract
AeroGrow International, Inc. • March 7th, 2006 • Lawn & garden tractors & home lawn & gardens equip

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (“CONVERSION SECURITIES”) MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND SUCH STATE LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH THE COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE CONVERSION SECURITIES. A COPY OF SUCH SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.

RESTRICTED STOCK AWARD AGREEMENT RELATING TO THE AEROGROW INTERNATIONAL, INC.
Restricted Stock Award Agreement • March 7th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Colorado

THIS RESTRICTED STOCK AWARD AGREEMENT, dated as of this ______ day of _____________ 2005 (the "Agreement"), is between AeroGrow International, Inc., a Nevada corporation (the "Company"), and __________________ ("Grantee").

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 7th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Colorado

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this ___ day of ____________ 2006 by and among Aero Grow International, Inc., a Nevada corporation (the “Company”) and the investor identified on the signature page to this Agreement which Agreement is one of like agreements with other investors participating in an offering of securities described herein (the “Investors” and individually an “Investor”).

AERO GROW INTERNATIONAL, INC. LOCK UP AGREEMENT
Lock Up Agreement • March 7th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip
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