0001185185-07-000442 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 5th, 2007 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 4, 2007, between Aerogrow International, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT AEROGROW INTERNATIONAL, INC.
AeroGrow International, Inc. • September 5th, 2007 • Retail-building materials, hardware, garden supply

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aerogrow International, Inc., a Nevada corporation (the “Company”), up to [______] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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