Exhibit 99.1
FORM
OF AGREEMENT TO PURCHASE AND SELL ASSETS
THIS
AGREETMENT TO PURCHASE AND SELL ASSETS (the "
Agreement
”), is entered into on this 6 day of March, 2017,
by and among Seattle's Hydro Spot LLC, a Washington limited liability company ("
Seller
"), David G. Iacovelli
only with regard to the agreement not to compete as referenced below ("
Seller Member
") and GrowGeneration
Corp., a Colorado corporation ("
Buyer
").
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1.
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Included
Assets
.
Buyer hereby agrees
to purchase and the Seller agrees to sell substantially all of the assets, tangible and
intangible (the "
Assets
"), owned by Seller and used in or necessary
for the conduct of its business including, but not limited to the list of assets described
in Exhibit "A" which is attached hereto and incorporated herein) and all equipment
and furniture, inventory, supplies, leasehold improvements, books and records, phone
and fax numbers, website(s) and related data, information and domain name(s), historic
and current member contracts, lists, files and data, all intellectual property, all goodwill,
all proprietary information, the non-compete agreement with Seller and Seller's Member,
the trade name "Seattle's Hydro Spot" and all other intangible assets of Seller's
hydroponic growing business known as Seattle's Hydro Spot (the "
Business
")
located at 917 NW 49
th
Street, Seattle, WA 98107 (the "
Premises
"),
except as specifically excluded herein.
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2.
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Excluded
Assets.
Seller's
cash and cash equivalents, accounts receivable, the security deposit under the lease
for the Premises in the amount of $2,850 which shall be credited to Seller, and any other
items as agreed upon between Buyer and Seller in writing and listed as an attachment
to this Agreement which shall be attached hereto and incorporated herein, shall be excluded
from the transaction and shall remain the sole property of Seller.
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3.
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Liabilities
to be Assumed.
Buyer
is not assuming any of Seller's liabilities and/or payables except as stated specifically
herein. Buyer agrees to assume that certain commercial lease agreement dated April 13,
2016 for the Premises (the "
Lease
") by and between Seller as
"Tenant" and Building Account, L.L.C. as "Landlord". Seller and any
guarantors shall assign and Buyer shall assume all of the Tenant's rights and obligations
under said Lease, including the security deposit, for which Seller shall be credited
by Buyer at Closing.
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The
parties acknowledge that the assumption by Buyer of the Seller's duties under the above-described Lease is a material consideration
for the Seller to enter into this Agreement, and that any failure by Buyer to fully carry out such duties and obligations shall
be a breach of this Agreement. Buyer shall comply with all requirements of any Landlord party to the Lease for the purposes of
assuming the rights and duties under said Lease.
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Agreement
to Purchase and Sell Assets
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Page
1
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4.
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Purchase
Price.
The purchase price for the inventory is approximately $90,000.00, depending
on the actual count thereof and the purchase price of the assets shall be $50,000.00,
all payable at Closing (through escrow) in cash or certified funds in United States dollars.
Provided, however, that Buyer has made a deposit of $5,000.00 at the time the parties
executed a certain Non-Binding Term Sheet for Proposed Transaction on or around February
17, 2017 which deposit shall be credited towards the purchase price at Closing.
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5.
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Gross
Revenue Payment.
As
additional consideration for the sale of the Assets, Buyer shall pay Seller an amount
based on the Business' gross revenue for the 12-month period following Closing with such
amount payable no later than April 30, 2018. The payment shall be calculated based on
the Business achieving certain gross revenue thresholds according to the following table:
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Gross Revenue equal to:
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Payment
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$800,001 - $849,999
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$
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5,000
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$850,000 - $899,999
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$
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10,000
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$900,000 - $949,999
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$
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15,000
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$950,000 - $999,999
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$
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20,000
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$1,000,000 - $1,499,999
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$
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25,000
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$1,500,000+
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$
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30,000
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Upon
prior written notice to Buyer, Seller shall have the right to engage an independent, nationally-certified auditing firm selected
by Seller, to have access during normal business hours and on reasonable notice, to the applicable books and records of Buyer,
as may be reasonably necessary to verify the accuracy of the gross revenue reports relating to the above calculations. If such
audit shows any underpayment of the required payments by Buyer, then, within thirty (30) days after Buyer's receipt of such report,
Buyer shall remit to Seller the amount of any such underpayment and if such underpayment exceeds 10% of the required payment,
the reasonably necessary fees and expenses of such auditing firm performing the audit. Any overpayment shall be repaid to Buyer
by Seller.
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6.
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Inventory.
Inventory shall be counted, priced and extended by Buyer and Seller at least
two days prior to Closing. Said inventory shall have been held for sale in the ordinary
course of business of Seller and shall be merchantable and fit for the purpose for which
it was procured or manufactured, and neither slow-moving, obsolete, damaged nor defective.
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Agreement
to Purchase and Sell Assets
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Page
2
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7.
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Training,
Transition & Consulting.
Buyer agrees and acknowledges that it is experienced
in similar business to that of Seller and accepts minimal training, transitioning and
consulting from Seller. Seller or Seller's representative is to remain with Buyer, without
compensation, a sufficient length of time to convey the operational knowledge of the
Business to enable the Buyer to become acquainted with the Business at mutually convenient
times and dates, but in no case, shall Seller or its representative remain with the Buyer
for more than 20 hours of on-site consulting during the 10 days immediately following
the Date of Closing. Seller shall also provide up to 20 hours of consulting by phone
or email through June 15, 2017.
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8.
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Agreement
Not To Compete.
As
part of the consideration herein paid, Seller and Seller's Member, do covenant to the
Buyer stipulating that they will not engage, either directly or indirectly, in a hydroponic
growing business within the State of Washington and will not contact and/or solicit existing,
previous and/or prospective Business employees for a term of five (5) years from the
Date of Closing.
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9.
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Seller
Warranties.
Seller
hereby represents and warrants to Buyer as follows:
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a.
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Formation
.
Seller is a limited liability company duly organized and validly existing under the laws
of the State of Washington, and is duly qualified to do business in said State.
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b.
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Member
Authorization
. The execution, delivery and performance of this Agreement by Seller
have been duly and effectively authorized by Seller's Member.
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c.
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Binding
Obligations
. The Member executing this Agreement on Seller's behalf is duly authorized
to do so and to deliver the same on behalf of Seller, and this Agreement constitutes
a valid and binding obligation of Seller in accordance with its terms.
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d.
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Business
Operations
. Seller has not materially altered the conduct of its Business, and has
not taken any action; made any sales, loans, or liquidations outside the ordinary course
of business; altered any business or accounting practices; changed business hours; or
entered into any unusual transactions that are likely to have any adverse affect on the
value of the business from the time of the Non-Binding Term sheet dated February 27,
2017 through the Date of Closing.
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e.
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Title
.
Seller is the true and lawful owner of all of the assets and inventory of the Business,
including, without limitation, those listed on Exhibit "A", free and clear
of all title defects, security interests, liens or encumbrances of any kind except as
expressly set forth herein.
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Agreement
to Purchase and Sell Assets
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Page
3
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f.
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Condition
. At Closing, to the best of Seller's knowledge, the leased
Premises, equipment and other tangible assets of Seller are in good operating condition and repair, subject to ordinary wear
and tear, are adequate for the uses to which they are being put, and to the best of Seller's knowledge are not in need of
maintenance or repairs except for ordinary, routine maintenance and repairs.
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g.
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Taxes
.
Seller has in a timely manner filed, or will file in a timely manner, all federal, state and local tax returns relating to
the Assets or the Business, including, but not limited to, those taxes with respect to income, property, worker's compensation,
employment, and unemployment, and has paid all taxes, penalties and interest on said returns or arising therefrom.
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h.
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Labor
.
To its best knowledge, Seller is in compliance with all applicable laws respecting employment
and is not engaged in any unfair labor practice.
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i.
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Default
.
To the best of its knowledge, Seller is not in default under any contract for work or
services to be performed. There has been no unresolved claim for negligence or breach
of warranty or breach of contract arising out of services delivered or installed, or
services rendered by the business.
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j.
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Litigation
.
To
the best of Seller's knowledge, there is no pending or anticipated litigation, proceeding, investigation, controversy, judgment,
order, writ, injunction or decree which would jeopardize the Business or Buyer's title to the assets being sold.
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k.
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Market
Conditions
.
Seller represents to Buyer that it has no present knowledge of any forthcoming and significant changes within the hydroponic
growing industry that would materially and adversely alter the Seller's market position.
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1.
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Terminability
of
Employees
. The employment of all employees of Seller is
terminable at will. Seller will terminate the employment of all employees as of the Closing Date, and pay them all monies
and benefits to which they are entitled. Seller shall use best efforts to encourage the current employees to work with Buyer
on terms to be determined by Buyer and said employee(s).
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m.
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Intellectual
Property
Rights
. Seller owns or has the right pursuant to license,
sublicense, agreement or permission to use all Intellectual Property Rights necessary for the operation of the Business as
presently conducted and as presently proposed to be conducted. Seller has taken all reasonable action to protect each item
of Intellectual Property that it owns or uses, though Seller has not registered any of Seller's trade or service marks. To
the best of Seller's knowledge, Seller is not infringing upon, misappropriating, violating or otherwise acting adversely to
the right of any other person under, or in respect to, any trade names, trademarks, patents, copyrights, or similar intangible
rights, and Seller has not received any charge, complaint, claim or notice of such and infringement, misappropriation, violation
or adverse act. To the best of knowledge of Seller, no third party has infringed upon misappropriated, violated or otherwise
acted adversely to the Intellectual Property Rights. "
Intellectual Property Rights
" means all domain
names, web sites, trade names, trademarks, trademark applications, copyrights, copyright applications and similar intangible
rights used by Seller in connection with the Business or owned by Seller. The term includes, without limitation, the right
to use the name "Seattle's Hydro Spot" and any derivative thereof and all of Seller's existing web sites, telephone
and facsimile lines.
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Agreement
to Purchase and Sell Assets
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Page
4
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n.
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Exemption
from
Marijuana Licensing and Other Restrictions
. The Business
neither grows nor sells marijuana seeds, seedlings, plants or other viable marijuana product, and is exempt from any licensing
by the State of Washington or other governmental or quasi-governmental agencies for the sale of marijuana-related materials.
The Business has no marijuana-based banking restrictions and the employees are not required to have special training for the
sale of marijuana-related products.
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10.
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Buyer Warranties.
Buyer represents
and warrants to Seller as follows:
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a.
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Formation
.
Buyer is a corporation duly organized and validly existing under the laws of the State
of Colorado.
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b.
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Shareholder/Director
Approval
. The execution, delivery, and performance of this Agreement by Buyer have
been duly and effectively authorized by Buyer's shareholders and/or directors.
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c.
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Binding
Obligation
. The officer executing this Agreement on Buyer's behalf is duly authorized
to do so and to deliver the same on behalf of Buyer, and this Agreement constitutes a
valid and binding obligation of Buyer in accordance with its terms.
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d.
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Inspection
of Equipment: "As Is" Condition
. Buyer has had, or shall have had prior
to the Date of Closing an opportunity to inspect all Assets that are being acquired,
and hereby accepts all such assets "Where Is, As Is".
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e.
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Full
Power
. Buyer has the full power and authority to carry out the transaction contemplated
by this Agreement.
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f.
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No
Verbal Representations
. Buyer has not relied on any verbal representations of Broker,
or Seller and has independently verified all such verbal representations during the due
diligence period.
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11.
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Survival of Representations and Warranties.
Seller's and Buyer's representations, warranties, indemnities, and guarantees shall, where applicable, be deemed
to be made again at, and as of, the Closing Date, and shall survive the Closing of this transaction, the delivery of all required
instruments hereunder, and any investigations made by Seller or Buyer.
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Agreement
to Purchase and Sell Assets
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Page
5
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12.
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Liabiltties.
Buyer
assumes only the liabilities under the Lease. Seller warrants that at Closing it will
give a good, clear and marketable title to the Business and the Assets being sold; and
that it has disclosed all known liabilities of any kind to the Buyer and expressly agrees
to hold Buyer free and harmless from any such liabilities.
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13.
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Attorney
Fees.
Buyer
and Seller agree that in the event of any litigation, between any of the parties, arising
out of the transaction is instituted, the prevailing party or parties shall be entitled
to recover from the other(s) their reasonable attorneys' fees and reasonable costs incurred
(whether or not statutory in nature).
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14.
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Pro-Rations.
The
sales and use tax on furniture and equipment shall be paid by the Buyer at Closing and
all other taxes, including personal property taxes and real property taxes, if applicable,
utility bills and similar expenses shall be prorated as of Closing.
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15.
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Severabiltty.
Each
paragraph, section and provision of this Agreement shall be considered severable, and
if, for any reason, any paragraph, section or provision herein is determined to be invalid
and contrary to any existing or future law or regulation, such shall not impair the operation
of or affect the remaining paragraphs, sections or provisions of this Agreement.
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16.
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Tax
Allocation of Purchase Price:
Seller
and Buyer agree to the below tax allocations of the Purchase Price:
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Furniture, Fixtures and Equipment:
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$
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20,000
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Non–Competition Agreement:
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$
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0
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Goodwill:
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$
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30,000
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Inventory
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$
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90,000
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Other
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$
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140,000
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17.
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Risk
of Loss.
As of the Closing Date, the Assets shall be delivered to Buyer in
the same condition as of the date of this Agreement, except for ordinary use and wear
thereof. On or before the Closing Date, the risk of loss of, or damage to, the Assets
shall be borne in full by Seller. If as of the Closing Date, the Assets shall have suffered
loss or damage due to fire, flood, earthquake, or any other casualty or vandalism, the
Buyer shall have the right, at its option, to (a) complete the purchase anticipated by
this Agreement, in which event the Buyer shall be entitled to all insurance proceeds
collected by reason of such loss or damage, plus a reduction in the Purchase Price on
a dollar-for-dollar basis to the extent such loss or damage exceeds the insurance proceeds
thereof, or (b) if the Buyer does not so elect, the Buyer shall have the right to terminate
this Agreement, which shall be in addition to any other right or remedy. In the later
event, the Buyer and Seller shall be released from any further liability or obligation
pursuant to this Agreement.
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Agreement
to Purchase and Sell Assets
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Page
6
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18.
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Date of Closing.
The purchase
and sale provided for in this Agreement (the "
Closing
") shall be consummated at the offices of IBA
at 40 Lake Bellevue Drive, Suite 100, Bellevue, WA 98006 by Anderson Law & Escrow, PLLC, on or before May 31, 2017 or
at such other time, date, or place as the parties shall mutually agree upon.
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19.
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Conduct
of Business Prior to Closing.
Except as
may be approved in writing by Buyer (which approval shall not unreasonably be conditioned, delayed or withheld), Seller agrees
that throughout the period from the date hereof to the Closing Date, the Seller:
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a.
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shall
conduct the business of the Business only in the ordinary course and none of the Assets
shall be disposed of except in the ordinary course of business;
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b.
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shall
not mortgage, pledge or subject to lien or other encumbrance (except the lien of current
taxes not delinquent) any of the Assets;
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c.
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shall
not increase the current compensation of, or enter into any special contract of employment
with any employee or agent, except in the ordinary course of business;
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d.
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shall
to the extent reasonably possible continue to operate its Business in the manner in which
it is presently conducted and shall use its best efforts to preserve its business organization,
to keep available the services of its present employees and to preserve the Seller's
business relations with its customers, principals and other having business relations
with it;
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e.
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shall
not enter into any contracts or leases relating to it properties and Assets except in
the ordinary course of business; and
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f.
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shall
file all tax returns or reports and pay all taxes as and when due.
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20.
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Conditions to Obligations Of Buyer.
The obligations of Buyer under this Agreement are subject to the conditions that on or before the Closing Date:
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a.
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All
terms, covenants, and conditions of this Agreement to be complied with and performed
by Seller at or before the Closing Date.
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b.
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The
representations and warranties made by Seller herein shall be correct as of the Closing Date, with the same force and effect as
though such representations and warranties had been made on the Closing Date, except to the extent that such representations
and warranties shall be incorrect as of the Closing Date because of events or changes (which shall not in the aggregate have materially
adversely affected the Business, properties, operations, or financial condition of Seller) occurring or arising after the date
hereof in the ordinary course of business of Seller or in the due performance in accordance with the terms of Seller's contracts.
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Agreement
to Purchase and Sell Assets
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Page
7
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c.
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The
Business, properties, and operations of Seller shall not have been adversely affected
in any material way as the result of any fire, accident, or other casualty, or any labor
disturbance, or act of God, or the public enemy. There shall have been no changes in
the business, properties, operations, or financial condition of Seller that would have
a materially adverse effect on the value of Seller's Business between the date of signing
of the Letter of Intent and Closing.
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d.
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Buyer's
receiving through application, transfer or assignment from Seller any and all necessary
permits, licenses and environmental approvals to conduct said Business to its complete
satisfaction prior to Closing.
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e.
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Seller
and Buyer to agree on process and timing of employee and customer notification, with
Buyer to enter into employment agreements with certain employees of Seller on terms acceptable
to Buyer and said employees.
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f.
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Buyer
receiving an assignment of the Lease upon terms and conditions acceptable to Buyer prior
to the Closing Date.
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g.
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Buyer
having completed any due diligence to Buyer's satisfaction prior to the Date of Closing,
including verifying that the Business has generated at least $735,000.00 in sales for
the fiscal year ending December 31, 2016.
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h.
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Buyer
having completed an inspection of all equipment associated with the Business operation
satisfactory to Buyer prior to the Date of Closing.
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21.
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Conditions
to
Obligations of Seller.
The obligations
of Seller under this Agreement are subject to the condition that on or before the Closing Date:
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a.
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The
representations and warranties made by Buyer herein shall be correct as of the Closing
Date, with the same force and effect as though such representations and warranties had
bee made on the Closing Date.
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b.
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Buyer
shall have in all material respects performed all obligations and agreements and complied
with all covenants and conditions contained in this Agreement to be performed and complied
with by it.
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Agreement
to Purchase and Sell Assets
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Page
8
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22.
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Termination.
This Agreement may
be terminated at any time before the Closing Date:
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a.
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by
Buyer in the event the conditions as described in Section 19 above have not been satisfied
after reasonable undertaking by Buyer on or prior to the Date of Closing;
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b.
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by
Seller in the event the conditions to closing as described in Section 20 above have not
been satisfied after reasonable undertaking by Seller on or prior to the Date of Closing;
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c.
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by
either the Buyer or the Seller if the closing has not occurred on or before May 31, 2017;
and
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d.
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by
either the Buyer or the Seller if there has been a material breach on the part of the
other party in any material representation, warranty or covenant set forth in this Agreement
that is not cured within ten (10) business days after such other party has been notified
of the intent to terminate this Agreement pursuant to this clause.
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23.
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Effect of Termination.
In the
event of terminations of this Agreement as expressly permitted under Section 21 hereof, this Agreement shall forthwith become
void and there shall be no liability on the part of the Seller, Seller's Member or the Buyer unless such termination occurs
pursuant to Section 21(d) and resulted from the material misrepresentation or material breach by a party of the covenants
of such party contained in this Agreement, then such party shall be fully liable for any and all damages sustained or incurred
as a result of such breach. Upon termination of this Agreement for any reason, each party shall return promptly to the other
party all documents, work papers, and other material of the other party furnished or made available to such party or its representative
or agents and all copies thereof. Additionally, each party shall be obligated to pay one-half (1/2) of all escrow cancellation
fees and costs.
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24.
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Asset Sale And Indemnifications.
This is a purchase and sale of assets only. Seller agrees to pay all obligations, indebtedness, liabilities, claims, taxes
due and wages payable which arose or were incurred from the operation of the business before the Date of Closing.
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a.
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Seller
agrees to indemnify and hold Buyer harmless
with respect to any and all liabilities, obligations and claims arising from the operation of the Business before the Date
of Closing of this transaction, including but not limited to taxes due, wages payable, and accounts payable, as well as any
and all claims by any employees of Seller arising out of services rendered to the company at any time prior to the Date of
Closing as defined herein. If Buyer is required to pay any claims to third parties that arise out of warranties or representations
of Seller or in order to satisfy any obligation or claim arising from the above indemnification by Seller, Seller shall reimburse
Buyer in cash for any such validated claim. Seller's failure or refusal to pay such claim amounts within 60 days after receipt
of written notice from Buyer shall constitute a default under this Agreement.
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Agreement
to Purchase and Sell Assets
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Page
9
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b.
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Buyer agrees to indemnify and hold Seller harmless
with respect to any loss, liability, cost, expense, or claim arising out of Buyer's operation of subject Business after the
Date of Closing of this transaction, including but not limited to taxes due, wages payable, and accounts payable, as well
as any and all claims by any employees of Buyer arising out of services rendered to the company at any time after to the Date
of Closing as defined herein. If Seller is required to pay any claims to third parties that arise out of warranties or representations
of Buyer or in order to satisfy any obligation or claim arising from the above indemnification by Buyer, Buyer shall reimburse
Seller in cash for any such validated claim. Buyer's failure or refusal to pay such claim amounts within 60 days after receipt
of written notice from Seller shall constitute a default under this Agreement.
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25.
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Employees.
Seller
will terminate the employment of its employees as of the Closing Date. Buyer may hire
any of such employees with compensation and benefits in a format and amounts as determined
by the Buyer at Buyer's sole discretion. Seller agrees to make no representations to
employees on behalf of Buyer, at any time prior to or after Closing, without the written
approval of the Buyer.
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26.
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Notices.
Any
notice, request, or other document to be given under this Agreement after the date hereof
by any party to any other, shall be in writing and shall be sent by hand delivery, or
by mail, postage prepaid, return receipt requested. The effective date of mailed notice
shall be deemed to be three (3) calendar days following mailing.
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BUYER:
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GrowGeneration
Corp
503
N. Main Street, Suite 740
Pueblo, CO 81003
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SELLER:
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David
Iacovelli
4380
Mitchell Rd
Eureka,
CA 95503
With
copy, which shall not constitute notice, to:
Keil
A. Larsen, Esq.
Reed
Pruett Walters PLLC
11120 NE 2
nd
Street, Suite 200
Bellevue,
WA 98004
klarsen@rpwlawfirrn.com
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Agreement
to Purchase and Sell Assets
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Page
1
0
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27.
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Waivers/Extensions.
The
parties may, by written instrument, extend the time for the performance for any of the
obligations or other act of any other party and (a) waive any inaccuracy
of such other party in any representation or warranties contained herein or in any document
delivered pursuant to this Agreement; or (b) waive compliance with any of the covenants
of such other parties' performance of any of the obligation set out in this Agreement.
Any waiver or extension hereunder shall not constitute a waiver or extension of any other
provision of this Agreement.
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28.
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Successors/Assigns.
This
Agreement shall be binding on the parties, their successors, assigns and subsidiaries.
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29.
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Remedies
in Equity.
The
parties agree that damages at law may be an inadequate remedy for breach or threatened
breach of the terms of this Agreement and agree that the respective rights and obligations
hereunder shall be enforceable, pending ultimate resolution of any dispute by arbitration
or appeals therefrom, by specific enforcement, injunction, or other equitable remedy,
as well as at law.
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30.
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Entire
Agreement.
This
Agreement together with its exhibits and attachments contains the entire agreement between
the Seller and Buyer, and supersedes or cancels any prior agreements, understandings
or inducements relating to the transaction provided for herein.
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31.
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Transfer
Documents.
At
Closing, Seller shall execute and deliver to Buyer a Bill of Sale in the form attached
hereto and incorporated herein as Exhibit "B".
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32.
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Further
Assurances.
The
parties agree to take all steps, and to execute all documents, whether before, at or
after Closing, reasonably necessary or advisable to carry out this Agreement and the
transactions described herein. The parties recognize that there may be some overlooked
or unclear technicalities that need to be cleared up after Closing, and they shall attempt
to resolve those by mutual agreement.
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a.
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Settlement
.
Provided
either party's right, expressed under this Agreement to bring an action to enjoin the activities of the other, shall not be
affected by this dispute resolution procedure, in the event of a dispute between the parties, either may send to the other
party a written notice identifying the matter in dispute and stating a proposed solution ("
Settlement Notice
").
For thirty (30) days after the sending of the Settlement Notice, the parties shall try to settle the dispute in good faith.
During this thirty (30) day Settlement Period, each party shall send to the other an additional written notice with further
proposal for resolving the dispute and responding in detail to the last proposal of the other party. The contents of the Settlement
Notice and of all discussions and writings during the thirty (30) day Settlement Period shall be privileged as settlement
discussions and may not be used in any legal proceeding or arbitration.
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Agreement
to Purchase and Sell Assets
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Page
1
1
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b.
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Mediation
.
If any dispute cannot be resolved by direct negotiations as provided in Section 32(a)
then the parties shall submit such dispute to mediation, which shall focus on the needs
of all concerned parties and seek to solve problems cooperatively, with an emphasis on
dialogue and accommodation. The goal of the mediation shall be to fairly resolve each
dispute in a manner which preserves and enhances the parties' relationships. Any party
desiring mediation may begin the process by giving the other party a written request
to mediate which describes the issues involved and invites the other party to join in
naming a mutually agreeable mediator and setting a timeframe for the mediation meeting.
The parties and the mediator may adopt any procedural format that seems appropriate for
the particular dispute. The contents of all discussions during the mediation shall be
confidential and non-discoverable in subsequent arbitration or litigation, if any. If
the parties can agree upon a mutually acceptable resolution to the disagreement, it shall
be reduced to writing, signed by the parties, and the dispute shall be deemed resolved.
The costs of mediation shall be divided equally among the parties to the dispute
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c.
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Arbitration
.
If the matter is not resolved through negotiation under Section 32(a) within the applicable
thirty (30) day period, or through mediation as provided in 32(b), or if any party refuses
to mediate or to name a mutually acceptable mediator or establish a timeframe for mediation
within a period of time that is reasonable considering the urgency of the disputed matter,
or fails to agree to procedures for the mediation, then any party who desires dispute
resolution shall seek binding arbitration as hereinafter provided.
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All
disputes among the parties arising out of or related to this Agreement which have not been settled by negotiation and/or mediation
shall be resolved by binding arbitration within the State of Washington. Within twenty (20) days of receiving written demand for
arbitration, the parties involved in the dispute shall attempt to reach agreement upon the selection of a qualified impartial
arbitrator from Judicial Dispute Resolution, LLC. If the parties cannot agree upon an arbitrator within twenty (20) days from
the date written demand for arbitration is served, the party demanding arbitration may commence an action for the limited purpose
of obtaining appointment of an arbitrator from Judicial Dispute Resolution, LLC by the Presiding Judge of the Superior Court of
the State of Washington for King County. Any arbitration shall be conducted in accordance with the commercial rules of the American
Arbitration Association then in effect, although the arbitration shall be conducted by Judicial Dispute Resolution, LLC. Any arbitration
award may be enforced by judgment entered in the Superior Court of the State of Washington for King County
<<<
SIGNATURE PAGE FOLLOWS >>>
[Signature
Page to Agreement to Purchase and Sell Assets — Seattle's Hydro Spot]
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Agreement
to Purchase and Sell Assets
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Page
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SIGNED
and DATED as of the date above first written.
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SELLER:
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BUYER:
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SEATTLE’S HYDRO SPOT LLC
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GROWGENERATION CORP.
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By:
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By:
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David Iacovelli, Member
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Darren Lampert, CEO
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SELLER’S MEMBER:
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David Iacovelli, Individually
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Agreement
to Purchase and Sell Assets
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Page
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3
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Exhibit
A - Assets
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Seattle's
Hydro Spot
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February
2017
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Furniture
Fixtures and Assets
1. 72
in. H x 48 in. W x 24 in. D 5-Shelf Steel Commercial Shelving Unit in Black 24 Units Total
2. Heavy
Duty Storage Rack with Wire Decking - Black 77"W x 24"D x 72"H 6 Units Total
3. 32"
Samsung Flat Screen TV
4. Pallet
Racking form Warehouse Solutions NW
5. Leather
Stool for front counter
6. Motion
Sensor for Front Door
7. Glass
Front Door to the store w/ the auto-stop mount
8. Forklift
9. 2
Complete Computer Workstations with Register (2 Hewlett-Packard Hard drives, 2 monitors, 2 bar code scanners, 2 EMV chip readers,
2 cash drawers, 2 receipt printers, label printer, 2 mouse)
10. Quickbooks
POS Software V12.0 (2016 Version EMV Chip Capability)
11. Front
Counter Glass Display Case
12. PH
Meter Display Case
13. Refrigerator
for beneficial bugs and storage
14. Safe
15. File
Cabinets
16. Office
Desk
17. Office
Chair
18. Folding
tables and card tables 5 Units Total
19. 4
ADT Security Cameras and DVR UNIT w/ Monitor
20. Pallet
Jack
21. Hand
Cart 2 Units Total
22. Lawn
Cart
23. Bus
Cart
24. Coffee
Tables 2 Units total
25. Coffee
Maker
26. Mini
fridge
27. Folding
Chairs 4 Units total
28. All
Sample Gear from Companies to pass out to customers, etc
29. Demo
Room Grow Tents (Grow lab 4x4, Gorilla 4x4, Secret Garden 5x5, Growlab 4x8)
30. Demo
Room Hydro Systems (4 Site Current Culture System, 12 Site Flo n Gro, 3x3 table, reservoir)
31. 36,000
BTU Air conditioner
32. Demo
Room fans
33. Demo
Room Ballasts
34. Testing
Ballast for RMA's Solistek 1000W Digital Ballast w/ Socket and cord
35. Demo
Room Lighting Relay 4 Light Titan Relay
36. KIND
LED Light in Upstairs Room
37. Demo
Room Lighting Fixtures (Upstairs Fixtures)
38. Peg
Board
39. Demo
Room Light Mover
40. Mural
by Henry on Front Wall of Building
41. Lifted
flooring behind the registers
42. Wooden
Stool
43. IV
Mount
44. Shelving
Behind front counter for High Dollar items
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Seattle's
Hydro Spot
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February
2017
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45. vacuums
and all cleaning supplies/ gear (Mops, brooms, etc.)
46. Heavy
Duty desk in warehouse
47. House
and Garden Sign
48. Seattle's
Hydro Spot Signage on Front of Building
49. All
Vendor Banners and Posters
50. Room
Dividers used to block out warehouse or back stock areas
51. Tubing
and Trellis Mounting and cutting station racking and holster
52. French
Doors Used to go from Warehouse to showroom
53. 8'
ladder
54. Step
Stools 2 Units total
55. Counter
which holds workstation 1 and workstation 2
Leasehold
improvements:
1. Painted
entire building form white to green and purple.
2. Hired
Henry the muralist to paint the Outside wall.
3. Upgraded
sinks in both bathrooms
4. Added
french doors going from showroom into warehouse; as to before there was no doors, just a hole.
5. Knocked
out back wall in showroom into warehouse to open up the store and give a bigger feel to the store.
6. Regularly
hire professional carpet cleaner to clean carpet.
7. Upgraded
roll up door chain for ease of use.
8. New
Front Glass Door to enter into Showroom
9. New
Auto-stop mount on front show room door
Intangible
Assets/ Intellectual Property:
1.
www.seattleshydrospot.com
2. Seattle's
Hydro Spot EBAY Store
3. Phone
number 206-784-2161
4. Fax
number 206-784-2168
5. Slack
Work Chat Program
6. Evernote Software
7. Instagram
Account
8. Facebook
Account
9. Facebook
Online Store
10. Google
Plus Account
11. Wordpress
account
12. ECWID
Ecommerce Shopping Cart Software
13. Twitter
Account
14. All
email addresses each employee has one.
Exhibit B
Form
of Bill of Sale
BILL
OF SALE
KNOW
ALL PERSONS BY THESE PRESENTS, Seattle's Hydro Spot LLC, a Washington limited liability company ("
Seller
"),
for good and valuable consideration to it in hand paid by GrowGeneration Corp., a Colorado corporation ("
Buyer
"),
the receipt whereof is hereby acknowledged, and in consideration of the payment by Buyer of all sales or use taxes associated
with this sale, does by these presents, bargain, sell and deliver unto the said Buyer, its executors, administrators and assigns,
all the tangible and intangible assets of the Seller and its business ("
Business
") including all equipment,
inventory, accounts receivable accrued on or following the Closing Date (as defined below), customer lists, customer files, furniture,
fixtures, email addresses, websites, books, records, or other information used by Seller and relating, directly or indirectly
to the Business, marketing materials, telephone and fax numbers, social media accounts, all intellectual property (including trade
names, trade secrets, and trademarks), and all other assets of the Business whether or not they appear on the Seller's balance
sheet and any other assets used in the Business excluding the excluded assets and personal goodwill as further described in that
certain Asset Purchase and Sale Agreement dated March ___, 2017, to have and to hold the same unto the Buyer, its executors, administrators
and assigns forever.
IN
WITNESS WHEREOF, I have set my hand this ___ day of May 2017.
SEATTLE'S
HYDRO SPOT LLC
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By:
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David G. Iacovelli, Member
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Agreement
to Purchase and Sell Assets
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Page
1
5
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Exhibit 99.2
RIDER
TO LEASE DATED MAY ____, 2017 BY AND BETWEEN
BUILDING ACCOUNT L.L.C., LESSOR
AND
GROW GENERATION CORPORATION, LESSEE
REAL
ESTATE TAXES
28.
Lessee hereby covenants and agrees to pay to Lessor, as additional rent hereunder, forty eight percent (48%) of the general
real estate taxes and surface water management fees charged against the land and building of which the leased premises are a
part during the term of this lease and any extension thereof. Furthermore, Lessee agrees to pay all of any new additional
charges which may be assessed by governmental entities and billed to Lessor through the King County Real Estate Tax statement
during the term of this lease and any extension thereof. Said payment shall be made to the Lessor within thirty (30) days of
receiving a statement showing the amount of real estate taxes, surface water management fees and other charges, if any,
currently due and owing. In the event that Lessee leases the premises for only a portion of a year, the real estate taxes
which Lessee shall pay will be pro-rated on the basis of the number of days during that year Lessee was subject to this lease
agreement.
FIRE
AND EXTENDED COVERAGE INSURANCE
29.
The Lessor agrees to insure the building as provided for in this Paragraph 29. Lessee hereby covenants and agrees to pay
Lessor, as additional rent hereunder, forty eight percent (48%) of the insurance premiums necessary for Lessor to maintain
fire and extended coverage insurance in an amount which Lessor shall, in its sole discretion, deem adequate to protect
against damage to the entire building in which the leased premises are situated, including loss of rents and rental values of
such building during the term of this lease and any extension thereof. It is further agreed that said fire and extended
coverage insurance shall include, but not be limited to, loss of rent insurance which shall protect Lessor against the perils
of fire and other perils so as to guarantee a six (6) month loss of rent coverage from date of any insured peril. Lessee
agrees to pay this cost to Lessor in full within thirty (30) days of receiving written notice of the amount of insurance
premium(s) due. If necessary, the cost of such insurance shall be prorated for the first and last years of the lease
term.
LIABILITY
INSURANCE
30.
The Lessee, during the term of this lease and any extension thereof, shall maintain in full force and effect a policy or
policies of public liability and property damage insurance with respect to the above-described real property and all
improvements thereon and pertaining to business operated by the Lessee, in which the limits of public liability shall not be
less than $1,000,000 combined single limits. The policy shall name the Lessor or any persons, firms or corporations
designated by the Lessor and the Lessee as assureds, and shall contain a clause that the insurer will not cancel or change
the insurance without first giving the Lessor thirty (30) days prior written notice. The insurance shall be in an insurance
company or companies and in a form approved by Lessor and a copy of such policy or certificate of insurance shall be
delivered to the Lessor. In addition, Lessee shall reimburse Lessor for Lessor’s premium for the commercial general
liability policy on described premises not to exceed the premium amount for limits of $1,000,000.
COMMERCIAL LEASE - PAGE
3
SECURITY
DEPOSIT
31.
As provided in Termination of Lease Agreement dated May 1, 2017 for Commercial Lease dated August 23, 2011 and First
Lease Extension Agreement dated July 15, 2013 and Second Lease Extension Agreement dated April 13, 2016 by and between
Building Account L.L.C. and Seattle’s Hydro Spot L.L.C., and provided for in the Agreement to Purchase and Sell Assets
Agreement by and between Seattle’s Hydro Spot L.L.C. and Grow Generation Corporation, dated March 6, 2017, the security
deposit in the amount of TWO THOUSAND EIGHT HUNDRED AND FIFTY AND NO/100 DOLLARS ($2,850.00) shall be assigned to Lessee and
Lessor agrees that said security deposit has this day been paid to Lessor. Upon execution of this Lease, Lessee agrees to pay
Lessor an additional security deposit in the sum of SEVEN HUNDRED SEVENTY FIVE AND NO/100 DOLLARS ($775.00) for a total
security deposit of THREE THOUSAND SIX HUNDRED TWENTY FIVE AND NO/100 DOLLARS ($3,625.00) as security for Lessee’s
faithful performance of Lessee’s obligations hereunder. If the Lessee fails to pay rent or other charges due hereunder,
or otherwise defaults with respect to any provision of this lease, Lessor may use, apply or retain all or any portion of
said deposit for the payment of any rent or other charge in default or for the payment of any other sum to which Lessor may
suffer thereby. If Lessor so uses or applies all or any portion of said deposit, Lessee shall within ten (10) days after
written demand therefore deposit cash with Lessor in an amount sufficient to restore said deposit to the full amount stated
above and Lessee’s failure to do so shall be a breach of this lease. Lessor shall not be required to keep said deposit
separate from Lessor’s general accounts. If Lessee performs all of Lessee’s obligations hereunder, said deposit
or so much thereof as had not theretofore been applied by Lessor, shall be returned, without payment of interest for its use,
to Lessee within fifteen (15) days after expiration of the lease term, or after Lessee has vacated the premises, whichever
is later.
WAIVER
OF SUBROGATION
32.
Lessor and Lessee hereby release and waive for the duration of this lease and any extension or renewal thereof,
their respective entire rights of recovery against each other, and/or their respective agents and invitees responsible for
any losses to their respective property; Lessor and Lessee shall request that their respective insurer provide a waiver
of subrogation and provided that such waiver and release shall apply only in the event such agreement does not prejudice
the insurance afforded by such policies.
COMMERCIAL LEASE - PAGE
4
NOTICES
33.
All notices given by the parties shall be in writing. Any notice required to be served in accordance with the terms of this
Lease shall be sent by registered or certified mail, the notice from Lessee to be sent to Lessor at P.O. Box 31529, Seattle,
WA 98103 and notice from Lessor to be sent to Lessee at 503 N. Main Street, Suite 740, Pueblo, CO 81003.
COSTS
AND ATTORNEY FEES
34.
In the event of any action at law or in equity between Lessor and Lessee to enforce any of the terms and provisions of the Lease
and the rights hereunder, the unsuccessful party to such litigation agrees to and shall pay to the successful party all costs
and expenses, including reasonable attorney fees, incurred therein by such successful party; and if such successful party shall
recover judgment in such action or proceeding, such costs and expenses and attorney fees shall be included in and as a part of
such judgment.
PERSONAL
PROPERTY TAXES, LICENSE AND GOVERNMENTAL CHARGES
35.
Lessee shall be liable for and shall pay throughout the term of this Lease, and any extension thereof, all license and excise
fees and occupation taxes covering the business conducted on the leased premises, and all taxes on property of Lessee on the premises.
If
any governmental authority under any present or future law effective at any time during the term of this lease, and any extension
thereof, shall in any manner levy a tax on rentals under this Lease, or a tax in any form against Lessor because of or measured
by income derived from the leasing or rental of the premises such tax shall be paid by Lessee, either directly or through Lessor,
and in the event of Lessee’s failure to pay the same, Lessor shall have the same remedies as upon the failure to pay rent;
provided, however, that Lessee shall not be liable to pay any net income taxes imposed upon Lessor.
SUBORDINATION
36.
The Lessor reserves the right to mortgage, hypothecate, issue deeds of trust or other encumbrances affecting the demised
property or premises; however, this Lease shall be subordinate to any such encumbrance. As long as the Lessee is not in
default with any of the terms and conditions of this Lease, then this Lease shall continue to be in full force and effect not
withstanding any breach of any terms or conditions of any mortgages, deeds of trust or other encumbrances with any third
parties. Lessee agrees to execute a commercially reasonable subordination, non-disturbance and attornment agreement to
evidence such subordination.
COMMERCIAL LEASE - PAGE
5
CONDEMNATION
37.
In the event of the taking of the leased premises herein, or any material part of thereof, by condemnation or otherwise by
any governmental, state or local authority, this lease shall be deemed canceled as of the time of taking possession by said
authority and, if Lessee is not in default under any provisions of this lease on said date, the Lessor shall refund to Lessee
any rent paid in advance for any period beyond the date of cancellation, including but not limited to any portion of the
security deposit set forth in paragraph 31. which is not due Lessor for precancellation rents or otherwise. Lessee shall have
no claim to nor shall Lessee be entitled to any portion of any award for damages to the land or buildings, or improvements
and property covered by this lease. The provisions of this paragraph do not include any taking for a right of way for
utilities and for minor street adjustments, Lessee and Lessor having agreed that neither of such events will materially
interfere with the conduct of Lessee’s business.
HAZARDOUS
WASTE AND MATERIALS
38.
Lessee shall not dispose of or otherwise allow the release of any hazardous waste or materials in, on or under the premises,
or any adjacent property, or in any improvements placed on the premises.
As
used herein, the term “hazardous waste or materials” includes any substance, waste or material defined or designated
as hazardous, toxic or dangerous (or any similar term) by any federal, state or local statute, regulation, rule or ordinance now
or hereafter in effect. Lessee shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees
or judgments of governmental authorities or courts having jurisdiction relating to the use, collection, treatment, disposal, storage,
control, removal or cleanup of hazardous waste or materials in, on or under the premises or any adjacent property, or incorporated
in any improvements, at Lessee expense.
After
notice to Lessee and a reasonable opportunity for Lessee to effect such compliance, Lessor may, but is not obligated to,
enter upon the premises and take such actions and incur such costs and expenses to effect such compliance as it deems
advisable to protect its interest in the premises; provided, however, that that Lessor shall not be obligated to give Lessee
notice and an opportunity to effect such compliance if (1) such delay might result in material adverse harm to Lessor or the
premises, (2) Lessee has already had actual knowledge of the situation and a reasonable opportunity to effect such
compliance, or (3) an emergency exists. Whether or not Lessee has actual knowledge or the release of hazardous waste or
materials on the premises or any adjacent property as the result of Lessee’s use of premises, Lessee shall reimburse
Lessor for the full amount of all costs and expenses incurred by Lessor in connection with such compliance activities, and
such obligation shall continue even after the termination of this Lease and any extensions thereof. Lessee shall notify
Lessor immediately of any release of any hazardous waste or materials on the premises.
COMMERCIAL LEASE - PAGE
6
Lessee
agrees to indemnify and hold harmless lessor against any and all losses, liabilities, suits, obligations, fines, damages, judgments,
penalties, claims, charges, cleanup costs, remedial actions, costs and expenses (including, without limitations, attorneys’
fees and disbursements) which may be imposed on, incurred or paid by, or asserted against Lessor or the premises by reason of,
or in connection with (1) any misrepresentation, breach of warranty or other default by Lessee under this Lease, or (2) the acts
or omissions of Lessee, or any sublessee or other person for whom Lessee would otherwise be liable, resulting in the release of
any hazardous waste or materials on or about the Premises.
Lessor
agrees to indemnify and hold harmless Lessee against any and all losses, liabilities, suits, obligations, fines, damages, judgments,
penalties, claims, charges, cleanup costs, remedial actions, costs and expenses (including, without limitations, attorneys’
fees and disbursements) which may be imposed on, incurred or paid by, or asserted against Lessee or the premises by reason of,
or in connection with (1) hazardous waste of materials that are present on the Premises as of the Commencement Date, or (2) the
acts or omissions of Lessor, or Lessor’s employees, agents or contractors, resulting in the release of any hazardous waste
or materials on or about the Premises.
ESTOPPELCERTIFICATE
39.
Lessee shall, at any time upon not less than ten (10) days’ prior written notice from Lessor, execute, acknowledge and deliver
to Lessor, as statement in writing certifying that this lease is unmodified and in full force and effect (or if modified, stating
to nature of such modification and certifying that this lease, as so modified is in full force and effect), and the date to which
the rental and other charges are paid in advance, if any; and acknowledging that there are not, to Lessee’s knowledge, any
uncured defaults on the part of the Lessor hereunder, or specifying such defaults if any are claimed. Any such statement may be
relied upon by prospective purchaser or encumbrancer of all or any portion of the real property of which the premises are a part.
ENTIRE
AGREEMENT
40.
This lease is the entire agreement of Lessor and Lessee and there are no promises, agreements, conditions, understandings, inducements,
warranties, or representations, oral or written, expressed or implied, other than is expressly set forth in this lease. This lease
shall not be modified in any manner except by instrument in writing and executed by the parties.
COMMERCIAL LEASE - PAGE
7
APPLICABLE
LAW, FORUM AND CONSENT TO JURISDICTION
41.
Except as herein specifically provided, this lease agreement shall be governed by and construed according to the laws of the
State of Washington. In the event that any litigation may be filed between the parties respecting any matter of fact or law,
the Lessee and Lessor agree that venue shall rest in the Superior Court of King County, Washington and by agreeing to this
lease, the parties do hereby consent to personal and subject matter jurisdiction by the Superior Court of King County,
Washington.
USE
OF PREMISES
42.
Lessee has made its own determination of zoning and land use requirements and are satisfied that the leased premises may be used
for the purposes intended by Lessee and such use will be consistent with the present zoning and land use classification of the
premises described herein. Should Lessee’s use of the building require any special permits and/or change of use permit by
the City of Seattle or any other governmental agency, it shall be the responsibility of the Lessee to obtain such permit(s).
LATE
CHARGE
43.
Any rental payments received seven (7) or more days after the beginning date of each rental period will be subject to a service
charge of $165.00.
ADDITIONAL
ITEMS REGARDING LESSEE’S CARE OF PREMISES
44.
Lessee agrees to do the following items which include, but are not limited to:
A.
GRAFFITI REMOVAL:
Lessee agrees to paint out any graffiti that is painted on the premises described herein. This work shall
comply and be completed within City of Seattle’s regulations regarding graffiti removal.
B.
LANDSCAPING MAINTENANCE:
Lessee agrees to be responsible for the maintenance and care of all landscaping on premises.
RENTAL
SCHEDULE
45.
Lessee shall pay base monthly rent in accordance with the following rent schedule:
May
1, 2017 through April 30, 2018:
THREE
THOUSAND THREE HUNDRED AND NO/100 DOLLARS ($3,300.00) PER MONTH;
COMMERCIAL LEASE - PAGE
8
May
1, 2018 through April 30, 2019:
THREE
THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($3,500.00) PER MONTH;
May
1, 2019 through April 30, 2020:
THREE
THOUSAND SIX HUNDRED TWENTY FIVE AND NO/100 DOLLARS ($3,625.00) PER MONTH.
OPTION
TO EXTEND LEASE
46.
Lessor hereby grants to Lessee the right to extend the lease term for an additional period of three (3) years upon the following
terms and conditions:
a)
Lessee shall give written notice to Lessor of Lessee’s exercise of said option to extend in the manner and form provided
in Paragraph 33. of the Lease, no later than November 1, 2019.
b)
Said option to extend herein granted shall be of no force or effect, and any attempt by the Lessee to exercise it shall be a nullity
if the Lessee is in default in the payment of rent or in the performance of any other obligation imposed upon the Lessee by this
lease, at or after the time of giving notice of the exercise of such option.
c)
The extended lease term shall be for the period commencing May 1, 2020 and ending April 30, 2023.
d)
All the terms, covenants and provisions of this commercial Lease shall apply to the extended lease term, except Lessee shall pay
base monthly rent for the extended lease term in accordance with the following rent schedule:
May
1, 2020 through April 30, 2021:
THREE
THOUSAND SEVEN HUNDRED FORTY AND NO/100 DOLLARS ($3,740.00) PER MONTH;
May
1, 2021 through April 30, 2022:
THREE
THOUSAND EIGHT HUNDRED SIXTY AND NO/100 DOLLARS ($3,860.00) PER MONTH;
May
1, 2022 through April 30, 2023:
FOUR
THOUSAND AND NO/100 DOLLARS ($4,000.00) PER MONTH.
LESSOR
MAINTENANCE AND REPAIR RESPONSIBILITIES
47.
Lessor shall maintain in good condition and repair the exterior walls, roof and foundation to subject building of which the
leased premises are a part at Lessor’s expense, provided that; if Lessee or its employees, agents, contractors or
invitees is responsible for causing the damage, it shall be the responsibility of the Lessee to repair the damage.
AGENCY
DISCLOSURE
48.
Lessor and Lessee herein acknowledge that Barry M. Hawley and Brett Hawley, Hawley Realty Inc. has provided them with a pamphlet
on the Law of Real Estate Agency as required by the law. In this transaction Barry M. Hawley and Brett Hawley, Hawley Realty Inc.
represents the Lessor. Lessee had no representation in this real estate transaction. Each party signing this document confirms
that prior oral and/or written disclosure of agency was given to them in this transaction.
COMMERCIAL LEASE - PAGE
9
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STATE OF WASHINGTON
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)
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) ss.
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COUNTY OF KING
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)
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This
is to certify that on this _____ day of May, 2017, before me the undersigned, a Notary Public in and for the State of
Washington, duly commissioned and qualified, personally appeared________________________________ to me known to be
the_______________________ of GROW GENERATION CORPORATION, the corporation that executed the within and foregoing
instrument, and acknowledged the same instrument to be the free and voluntary act and deed of said corporation, for the uses
and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year first above written.
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Print
name of Notary Public
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Notary
Public in and for the State of
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Washington,
residing at ___________.
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My
commission expires _____________.
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STATE OF WASHINGTON
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COUNTY OF KING
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This
is to certify that on this _____ day of May, 2017, before me the undersigned, a Notary Public in and for the State of
Washington, duly commissioned and qualified, personally appeared_________________________________ , managing member of
BUILDING ACCOUNT L.L.C., to me known to be the individual described in and who executed the within and foregoing instrument
on behalf of BUILDING ACCOUNT L.L.C. and acknowledged to me that he signed and sealed the same as his free and voluntary act
and deed, for the uses and purposes therein mentioned and that he have the authority to do so.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year first above written
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name of Notary Public
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Notary
Public in and for the State of
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Washington,
residing at _________.
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My
commission expires: __________.
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COMMERCIAL LEASE - PAGE
10
EXHIBIT “A”
The
westerly portion of that warehouse building measuring approximately 44 feet by 72 feet in depth (approximately 3,168 square feet)
situated upon the following legally described real estate:
Lots
7 and 8, Block 164, Gilman Park, records of King County Washington, together with parking to the north of the westerly 44
feet of above described building.
Commonly
known as 917 NW 49
th
Street, Seattle, WA 98107.
COMMERCIAL LEASE -
PAGE 11