PURCHASE AGREEMENT by and among SUNLIGHT SUPPLY, INC., SUNLIGHT GARDEN SUPPLY, INC., SUNLIGHT GARDEN SUPPLY, ULC, IP HOLDINGS, LLC, CRAIG R. HARGREAVES, KIM E. HARGREAVES, HAWTHORNE HYDROPONICS LLCPurchase Agreement • August 8th, 2018 • Scotts Miracle-Gro Co • Agricultural chemicals • Delaware
This Purchase Agreement, dated as of April 12, 2018 (this “Agreement”), is by and among Sunlight Supply, Inc., a Washington corporation (“Sunlight Supply”), Sunlight Garden Supply, Inc., a Washington corporation (“Sunlight Garden”), Sunlight Garden Supply, ULC, a British Columbia unlimited liability company (“Sunlight ULC”), IP Holdings, LLC, a Washington limited liability company (“IP Holdings”), Craig R. Hargreaves and Kim E. Hargreaves, husband and wife (the “Hargreaves”, and together with Sunlight Supply, Sunlight Garden, Sunlight ULC and IP Holdings, “Sellers” and each, a “Seller”), Hawthorne Hydroponics LLC, a Delaware limited liability company (“Buyer”) and, solely with respect to Section 2.5, The Scotts Miracle-Gro Company, a Ohio corporation, (“Parent”). Each Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties”.
THE GUARANTORS PARTY HERETO, as Guarantors AND SECOND SUPPLEMENTAL INDENTURE DATED AS OF July 17, 2018 TO THE INDENTURE DATED AS OF October 13, 2015Second Supplemental Indenture • August 8th, 2018 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of July 17, 2018 (this “Second Supplemental Indenture”), is by and among The Scotts Miracle-Gro Company, an Ohio corporation (such corporation and any successor, the “Company”), the existing Guarantors (as defined in the Indenture referred to herein) (the “Existing Guarantors”), SMG ITO Holdings, Inc., an Ohio corporation (“New Guarantor”), and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to herein (such corporation and any successor, the “Trustee”). The New Guarantor and the Existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.” Capitalized terms not otherwise defined in this Second Supplemental Indenture will have the meanings given to them in the Indenture (as defined below).
THE GUARANTORS PARTY HERETO, as Guarantors AND FIRST SUPPLEMENTAL INDENTURE DATED AS OF July 17, 2018 TO THE INDENTURE DATED AS OF December 15, 2016First Supplemental Indenture • August 8th, 2018 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of July 17, 2018 (this “First Supplemental Indenture”), is by and among The Scotts Miracle-Gro Company, an Ohio corporation (such corporation and any successor, the “Company”), the existing Guarantors (as defined in the Indenture referred to herein) (the “Existing Guarantors”), SMG ITO Holdings, Inc., an Ohio corporation (“New Guarantor”), and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to herein (such corporation and any successor, the “Trustee”). The New Guarantor and the Existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.” Capitalized terms not otherwise defined in this First Supplemental Indenture will have the meanings given to them in the Indenture (as defined below).
