#1Grow Generation WHERE THE PROS GO TO GROW INVESTOR PRESENTATION May 2020#2grow generation.com SAFE HARBOR STATEMENT This presentation is being provided for information purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any of the Company's securities. This presentation is not intended, nor should it be distributed, for advertising purposes, nor is it intended for broadcast or publication to the general public. Any such offer of the Company's securities will only be made in compliance with applicable state and federal securities laws pursuant to a prospectus or an offering memorandum and related offering documents which will be provided to qualified prospective investors upon request. This presentation may include predictions, estimates or other information that might be considered forward-looking within the meaning of applicable securities laws. While these forward-looking statements represent our current judgments, they are subject to risks and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this presentation. Please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events. When used herein, words such as "look forward," "believe," "continue," "building," or variations of such words and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are often discussed in filings we make with the United States Securities and Exchange Commission, available at: www.sec.gov, and on our website, at: www.grow generation.com. WHERE THE PROS GO TO GROW 2#3grow generation.com TABLE OF CONTENTS 1) Company and Market Overview 2) Business Overview 3) Growth Strategy 4) Financials and Milestones WHERE THE PROS GO TO GROW 3#4grow generation.com 1) Company and Market Overview WHERE THE PROS GO TO GROW 4#5GROWGENERATION AT A GLANCE NATIONAL HYDROPONIC SUPPLIER OF SCALE TO THE LARGE AND GROWING CANNABIS / HEMP AND ORGANIC MARKETS Headquartered in Denver, CO Founded in 2014 Largest hydroponic and organic product / solutions provider National footprint with 27 sales / service centers in 10 states Full-service product and solution offering for growers and cultivators FY 2019: $79.7M in revenue, up 175% from 2018 6 Grow Generation WHERE THE PROS GO TO GROW HEAVY 16 Grow Generation Retail 27 Stores Sovie Ta www L OPEN 29220 Commercial Management Corp. Capital Projects 8 Grow Generation Corp. Grow Gen.Pro Omnichannel Grow Generationa www WHERE THE PROS DO TO GROW Hemp Corp. Supply Chain to Hemp Farmers Grow Generation Distribution grow generation.com Product Exclusives ● ● WHERE THE PROS GO TO GROW FIRT SOIL & MEDIUM SOIL MEDIUM MANT PRES 5#6Darren Lampert CEO, Director . SEASONED MANAGEMENT TEAM & BOARD OF DIRECTORS Founding member of law firm Lampert & Lampert (1986-2000) Former portfolio manager and proprietary trader (2000-2014) Sean Stiefel Director Founder of Navy Capital LLC in 2014, an equity focused fund Analyst with various equity funds Michael Salaman President, Director ● VP at National Media Corp. (1986-2002) ● Founder of American Interactive Media Steven Aiello Director grow generation.com Founder (2002-2006) / Chairman, Skinny Nutritional (2006-2013) Partner at Jones & Co. (2003-2006) Partner at Asset Management (2001- 2003) Partner at Montgomery Securities (1987-2001) Monty Lamirato CFO ● Paul Ciasullo Director . CFO, Strategic Environmental & Energy Resources, Inc. (2013-2016) Independent consultant (2009-2017) CFO/Treasurer, ARC Group Worldwide, Inc. (2001-2009) ● Board member Leafline President Global Sales Covenant Review 2014-2018 Managing Director Soleil Securities WHERE THE PROS GO TO GROW Tony Sullivan COO 20+ years at Foot Locker Inc. • EVP and COO of Forman Mills . SVP Operations for Dollar Express SVP, COO Anna's Linens Bob Nardelli Senior Strategic Advisor Former CEO of Home Depot Strong Private Equity Backing Private Equity backed by founders of Cronos, Gotham Green, Navy Capital, JW Asset Merida Capital Partners 6#7● GROWING PROFITABILITY WITH COMMERCIAL CUSTOMERS THROUGH STORE OPENINGS & ACQUISITIONS IN STRATEGIC MARKETS ● ● ● ● - Largest retailer of hydroponic products in the US Hydroponics: specialized method of growing plants using mineral nutrient solutions in a water solvent, as opposed to soil Serves commercial and home cultivators growing specialty crops in the large and growing cannabis / hemp and organic markets Strategically opening stores in locations targeted at the cannabis / hemp and organic growers Operating 27 stores: expansion has included new stores openings as well as store acquisitions Diverse revenue base - management estimates that the majority of its sales come from commercial customers 175% Sales Growth from FY18 to FY19 Building omnichannel offering: developing e-commerce operation with online ordering and delivery and pick up options Generation GROWGENERATION HIGHLIGHTS WHERE THE PROS GO TO GROW grow generation.com ICEL TEEN- CAREER WHERE THE PROS GO TO GROW crown 7#8● Targeted New Markets 6 states targeted for new markets: Missouri, Illinois, Arizona, Pennsylvania, New York, New Jersey • Grow Generation Stores Legal Legal for Medical Use Prohibited for Any Use ● ● ● STRATEGICALLY LOCATED STORES STRATEGICALLY OPENED STORES TO SERVE THE LARGE AND GROWING CANNABIS / HEMP AND ORGANIC MARKETS 27 STORES 10 STATES 6 NEW STATES grow generation.com AK OR O CA WA NV AZ UT HI WHERE THE PROS GO TO GROW MT WY CO NM ND SD NE TX KS OOK MN IA MO AR LA WI IL MI IN TN AL KY OH GA WV SC FL PA NY VA NC MD NH ΜΑ CT NJ DE ΜΕ RI 8#91) 2) U.S. HYDROPONIC MARKET SIZE & LANDSCAPE GROWGENERATION IS POISED TO EXPAND ALONGSIDE THE LARGE AND GROWING LEGALIZED CANNABIS INDUSTRY ($ in b) Hydroponic Market Size ¹ $8.1 2019E CAGR: 12.1% Source: Markets and Markets, "Hydroponics Market", May 2019. Source: New Frontier Data, U.S. Legal Cannabis Market Growth, September 2019. $16.0 grow generation.com 2025E ● Hydroponic Over 1,000 hydroponic stores in the U.S. Market is highly fragmented - Market Commentary Cannabis2 U.S. cannabis sales are projected to reach $17.0 billion in 2020 and $29.7 billion by 2025 (for the legal adult-use and legal medical markets) 33 medical and 11 adult-use states currently WHERE THE PROS GO TO GROW 9#102) Business Overview grow generation.com WHERE THE PROS GO TO GROW 10#11TOP C CYCO HYDRO SHOP OPEN THE GROWGENERATION STORE UNIT Store Overview Grow Generation WHERE THE PROS GO TO GROW GENERAL NUKOPIONICS PUGRON grow generation.com The average store can be described as a specialty garden center Each store carries and sells thousands of hydroponic products used by commercial and home growers: Organic nutrients and soils Store Metrics Advanced lighting technology Other state-of-the-art hydroponic equipment Each store will also coincide with an online omnichannel shopping experience ● ● EYER AG DAG 960 WHERE THE PROS GO TO GROW 1545 *220 PROPAGATION CONTAINERS 6,911 Average SQF per retail location for all stores operating from Jan. 2019 to Dec. 2019 $441 Sales / Average SQF for all stores operating from Jan. 2019 to Dec. 2019 2,617 Average SKUs on hand by retail location / 10,000 SKUs available Average $361 / Transaction 2020 YTD 11#12PRODUCT MIX PRODUCTS ARE KEY FOR CUSTOMERS' NEW BUILDS AS WELL AS MAINTAINING EFFICIENT OPERATIONS (CONSUMABLES) 2019 Product Mix ● ● ● Over 10,000+ SKUs available, sold by knowledgeable sales staff Extremely diversified product offering -60% of revenues are from consumable products, driving repeat purchases and foot traffic. Non-consumables Environmental Controls Portion of Lighting Portion of Harvest Portion of Hydroponic Systems grow generation.com Lighting, ventilation, dehumidifiers and other key products are needed for new builds Plant Health and Safety Propagation Containers 2% 3% Nutrients and Additives 27% Growing Media 14% Diverse Product Base WHERE THE PROS GO TO GROW 5% Environmental Controls 14% Lighting 21% Garden Tools and Accessories 5% Harvest 2% Hydroponic Systems 6% 12#131) Lighting (Lighting) ● ● Tools & Accessories / Grow Tent (Garden Tools) Rolling Benches, HVAC Systems Trays and Reservoirs / Ventilation (Hydroponic Controls) (Environmental Controls) Consumable Products Total recurring sales of approximately 60% of overall revenue ¹ Become dependable supplier for growers & cultivators P N K Pradin STRONG COMMERCIAL CUSTOMER FOCUS THE COMMERCIAL REVENUE STORY DRIVES GROWTH AND PREDICTABILITY Commercial Products Capital Projects ($50 per sq. ft.) inden Media & Nursery (Growing Media / Containers) Nutrients (Nutrients & Additives) Overall revenue includes commercial and non-commercial. grow generation.com Integrated Pest Management Systems (Plant Health and Safety) Nutrient Delivery Systems (Hydroponic Systems) Irrigation (Hydroponic Systems) Propagation (Propagation) WHERE THE PROS GO TO GROW Key Message • Commercial products are critical to any capex build in order to increase yields, lower production costs, and generally increase the efficiency of any commercial cultivation facility • Commercial team is comprised of individuals that provide a unique set of skills and expertise to all our clients Each member has several years of growing experience and knowledge, labeling them a Commercial Account Manager 13#14● ● ● LEAVER 5 12.26 KG The private label program, under the Sunleaves brand, began to be stocked on shelves and online in Q4 2019 Initial private label lineup includes a one-part micro and macro nutrient+ Cal mag powder line, for both cannabis and hemp farmers, a silica+ micronutrient booster and a root stimulant Private label products represented 2% of revenue in 2019 Products have a higher gross margin profile Additives work in combination with all major brand name nutrient systems BASE 8-5-13 COMPLETE MICRO & MACRO NUTRIENTS+CAL-MAG Bues doce, des Compatible with virkelly any type of growing w BASE 8-5-13 MACRO NUTRIENTS+CAL-MAG ter. Compatible with virtually any type of growing system c b 187% Gudb P PS, 130&MACRO NUTRIENTS+CAL-MG ww 10 May 10 M BASE 8-5-13 GrowGeneration.com BIG OPPORTUNITY IN PRIVATE LABEL PRODUCTS g LEAVE SILI 0- MONOSILICIC ACID+MICRO e-able Mec Acid probeer all and splity to cope with drought and to 1 Gallon (9) 14 KG) grow generation.com SILICA MONOSILICK ACIDCRONUTRIENTS 9 FO ROOT ROOT STIMULANT PROTEIN HYDROLYSATE MULANT+ PROTEIN HYDROLYSAT proprietary Wand of nutrients designed to desprent and provide expleve et prof H 1.3-0-0.7 (4KG) PRECTION GrewGeneration.com PK+CARB 0-25-15 100STER+CARBOHYDRATES pfe pradecity during the fo EAVES WHERE THE PROS GO TO GROW PK+CA 0-25-15 PK BOOSTER + CARBOHYDRATES PK+Carb provides your plants the extra Phosphorous and Potassium needed to maximize productivity during the flowering cycle PRECTION 19.07 KG) GrowGeneration.com AVE PK+CARB 0-25-15 PK BOOSTER + CARBOHYDRATES Car previde your plans the fees w de productivity during the 5226 KG) INDS EAVES GARDEN PRODUCTS 14#15CUSTOMER ENGAGEMENT SEAMLESS CUSTOMER EXPERIENCE DRIVEN BY EXPERT KNOWLEDGE BASE AND INTEGRATED OMNICHANNEL APPROACH ● ● grow generation.com Grow Generation employs a knowledge base of expert growers and cultivators ("GrowPro's") Stores feature experiential shopping and product demos ERP implementation completed to help lower costs, integrate online and store sales and supply channels, improve departmental productivity and provide forecasting and reporting tools Grow Gen. Pro is a well-tailored omnichannel direct-to-grower platform Site features "How to" content Offers same day delivery or pick up, or shipment within 24 hours Grow Generation prides itself on Selection, Service and Solutions GROWGEN.PRO where the pros go & save WHERE THE PROS GO TO GROW DA Mobile Big Data (.....) (.....) Social Media (.....) Customer <.....> CRM (.....) (.....) Online Physical Store 15#16● GROWPRO OMNICHANNEL OFFERING Acquired an e-commerce operation, HeavyGarden.com, and rebranded as GrowGen.Pro, to serve as the basis for an omnichannel strategy E-commerce site is purpose-built to appeal to professional growers Online orders have increased 132% year-over-year for the same period Jan-April 30th, 2019 vs. 2020 Plan to enable e-commerce at all locations Shopping and ordering is available 24/7 Online shoppers can shop in various product departments, from nutrients to lighting to hydroponic and greenhouse equipment Option of delivery or store pick-up Site provides educational content for growers Products have details, user reviews and pictures grow generation.com Features videos, articles, blogs and other relevant content, all generated by GrowGeneration's internal staff Online orders increased 46% Jan - April 30,2020 Support WHERE THE PROS GO TO GROW WE ARE CURRENTLY EXPERIENCING LEAD TIME & SHIPPING DELAYS NATIONWIDE. THANK YOU FOR YOUR PATIENCE & UNDERSTANDING. GROWGEN.PRO where the pros go & save GROW LIGHTS HYDROPONICS NUTRIENTS CLIMATE CLONES GREENHOUSES & TENTS NEW!! LEAVE SILICA MONOSILICAC+MICRONUTRIENTS WHERE THE PROS GO & SAVE! BASE 8-5-13 MACRO NUTRIENTS+CAL-MAG of growing PLANT CARE MY ACCOUNT SOIL & POTS HARVEST PK+CARB 100STER CARBOHYDRATES ing NOW Available! SUNLEAVES NUTRIENT SYSTEM MY WISHLIST GROWPRO CHANNEL WATCH NOW!! COMMERCIAL ACCOUNTS SAVE MORE REQUEST APP!! GROWPRO CHANNEL Search. ROOT 1.3007 ROOT STIMULANT PROTEIN HYDROLYSATE LOG IN FIND A STORE SEARCH NOW!! 0 ITEM(S M Grow Generation WHERE THE PROS GO TO GROW 16#17Out of Home - Billboard YOUR TEAM OF GROWING EXPERTS IN TULSA LUMINAR MARKETING & BRANDING DRIVE MORE STORE TRAFFIC, COMMERCIAL SIGN-UPS, AND ONLINE PURCHASES Trade Shows In-Store Merchandising Grow Generation' 1151 S FRANKFORT AVE 5566 S GARNETT RD HYDROPONICS | LIGHTING SOILS | NUTRIENTS 1151 South Frankfort Ave East 12th St & South Frankfort Ave 918-900-2445 | GrowGeneration.com Grow Generation WHERE THE PROS GO TO GROW GENERAL GENERAL HYDROPONICS HYDROPONICS GENERAL ora Micro FloraBloom FloraGr 85-0-1 Social Media QUART) 257146 0-5-4 946 1 QUART-44 2-1-6 Smlft 2.36 growgen grow generation.com growgen Tried and True @generalhydroponics #floraseries #growgeneration #growgen #growwiththepros #wheretheprosgotogrow #howdoyougrowgen #hydroponics #hydrostore #cultivation #grow #growerslife #grower #growers *growyourown #organic #organicgardening commercialgrowers #cultivate #cultivation #growops #wegrowtrees #greenhouse waynesax Used it for years, much better 2parts out there, too salty and leaves lots of resevoir debris. Y D Liked by growgen_whitney and 87 others 7 DAYS AGO Add a comment..... www.GrowGeneration.com Generation WHERE THE PROS GO TO GROW WHERE THE PROS GO TO GROW Vehicle Wraps ORGANICS, HYDROPONICS & GROWING SUPPLIES RYGT EEEEEE thibit Grow Generation www THE *** 17#18● grow generation.com COVID-19 UPDATE Grow Generation has continued operating Deemed an "essential" supplier to the agricultural industry Adjusted operations to ensure the safety of customers and employees Successfully initiated curbside pickup and will-call procedures Grow Generation stores continue to perform New stores in Portland, Miami, and Tulsa are contributing quarter-over-quarter growth Strategically focused on internal development during this period Focused on new initiatives and efficiencies operationally including private label products, same store sales, and e- commerce WHERE THE PROS GO TO GROW 18#193) Growth Strategy grow generation.com WHERE THE PROS GO TO GROW 19#201) GROWTH STRATEGY FOR 2020 - 2021 EXECUTING ON STRATEGIC PLAN TO GROW STORES ORGANICALLY AND INORGANICALLY WHILE INCREASING MARGINS Category Stores Same Store Sales Large-Scale Commercial Sales E-Commerce Private Label ● ● ● grow generation.com Milestone $30M+ revenue in M&A pipeline anticipated to close in Q2 Q3 2020 Open new stores in 6 new markets Post double digit same store sales growth in 2020 Increase large-scale commercial¹ sales. from current $5M per quarter to projected $30M for full year 2020 Double e-commerce sales - from $5M to $10M Increase share of proprietary and exclusive products to 10% of overall revenue with 50% landed margin Commercial division clients include MSOs and regional growers that are serviced by a commercial account manager and dedicated commercial reps. This category does not include all commercial customers. WHERE THE PROS GO TO GROW ● ● ● ● ● ● ● Strategy Target mature markets like CA, MI,AZ Target new emerging markets like PA, NY, NJ, IL Drive foot traffic to over 1,000 daily walk-ins with new commercial accounts and omnichannel launch Gain over 500 active accounts via our dedicated commercial team; all MSOs have account profile Drive new customers with acquisition cost of $50 resulting in average transaction of $700 Actively seeking to develop and acquire additional. private label products Future private label products may include trellis netting, plastic pots, organic nutrients and more 20#21grow generation.com 4) Financials and Milestones WHERE THE PROS GO TO GROW 21#22($ in m) $4.4 Q1 199% growth $13.1 2018-2019 Revenue Quarterly YoY Growth $7.2 Q2 172% growth $19.5 2019 REVENUE GROWTH $8.4 grow generation.com Q3 $21.8 159% growth 2018 2019 $9.1 Q4 180% growth $25.4 WHERE THE PROS GO TO GROW Total Revenue Growth '18-'19 Revenue Growth: 175% $29.0 FY18 $79.7 FY19 22#23● ● ● ● 43.0% Same store sales +36% 2019 YOY Same store sales $13.0M FY 2019 Same store sales grew 62% in Q4 2019 Double-digit projected 2020 same store sales growth FY 2017 3.4% Q1 2018 -20.8% Q2 2018 -4.0% Q3 2018 SAME STORE SALES grow generation.com 21.6% Same Store Sales Q4 2018 -5.1% FY 2018 41.8% Q1 2019 WHERE THE PROS GO TO GROW 22.9% Q2 2019 48.0% Q3 2019 62.0% Q4 2019 36.4% FY 2019 23#24STORE UNIT GROWTH GROWGENERATION'S GROWTH TRAJECTORY IS DRIVEN BY EXECUTING STRATEGIC STORE OPENINGS AND ACQUISITIONS Store Unit Growth Unit growth 39% YoY Total stores in 2019: 25 13 Total stores as of May 2020:27 New & acquired store locations in 2019: 10 (3 opened, 7 acquired) 3 stores consolidated into existing larger stores New stores to be opened in 2020 are projected to drive ~$4M in revenue per store and have 20% annual same store sales growth thereafter 2017 18 2018 25 2019 grow generation.com Store Unit Growth 2017-2021 40 13 27 2020-2021 13 Targeted Store Openings Remaining for 2020-2021 • 2 Missouri 2 Illinois • 1 Arizona • 2 California - L.A. WHERE THE PROS GO TO GROW ● ● ● 2 Florida 2 Pennsylvania 2 New Jersey 24#25Pueblo 2014 Hydroponics & Organics PROVEN ROBUST TRACK RECORD OF ACQUISITIONS 2015 $30M in acquisitions completed in 2019 Happy Grow Lucky grow generation.com $12M in acquisitions completed so far in 2020 2016 MADMAX hydro 2017 SONOMA HYDRO east coast WHERE THE PROS GO TO GROW 2018 Hydroponic warchouse Inc. HUMBOLDT DEPOT Santa Rosa Hydroponics & GROWING SUPPLIES COAST GARDEN CE SUPPLY SGS SUPERIOR GROWERS SUPPLY, INC. HEAVYGARDENS.COM Acquisitions are Margin and Profit Accretive 2019 Grand Rapids (HYDROPONICS) Rene Hydroponics and Organics Y GREENLIFE GARDEN SUPPLY Chlorophyll HYDROPONICS SPECIALTY GARDEN SUPPLIES GrowWorld 2020 healthy harvest a hydroponics and horticultural supplies 25#26ACQUISITIONS VS. NEW STORE OPENING GROWGENERATION'S MANAGEMENT TEAM IS FOCUSED ON GROWING ITS BUSINESS WITH STORE OPENINGS AND ACQUISITIONS - BOTH AVENUES FOR GROWTH HAVE SHORT PAYBACK PERIODS AND BUILD THE LONG-TERM CUSTOMER BASE Store Acquisitions and New Store Opening Comparison & Performance Grow Generation is able to grow its business with acquisitions of retail locations with significant demand for growing cannabis Short payback periods (1 ½ to 2 years) can be achieved due to our low capex per location and executable, replicable business plan Grow Generation plans to grow revenue with 13 new store openings in high-demand, underserved markets. ● ● ● ● ● ● ● grow generation.com Existing Store Acquisition - Warwick, RI 2019 revenues of $8 million Total cost of acquisition, $2.4 million Acquisition multiple, 2.7 times TTM EBITDA Payback period expected to be less than 2.25 years ● WHERE THE PROS GO TO GROW New Store Opening Example 10,000 sq. ft. (New OKC location) Racking/fixtures/buildout/vehicles $250K Initial Inventory ~ $700K $500K/month in revenue run rate Payback period approximately 1.5 year 7 26#27($ in m) Projected Revenue $14 $29 $80 $130 2019 Revenue $80M +$51 million or 175% vs 2018 $181 2017 2018 2019 2020E 2021E $6.6 Estimated Adjusted EBITDA 2019 FINANCIAL HIGHLIGHTS Q4 2019 Revenue $25M +$16 million vs Q4 2018 grow generation.com $13.5 2020E $22.0 2021E Same Store Sales +62% Q4 2019 vs Q4 2018 4-Wall Economics and Adjusted EBITDA 29% 30% WHERE THE PROS GO TO GROW 12% 12% 17% 18% 8% Gross Profit Operating Operating G&A Expenses Income Same Store Sales +36% 2019 vs 2018 7% 2019 2020E 9% 11% Adjusted EBITDA 10 New & Acquired Store Locations in 2019 27#28Appendix grow generation.com WHERE THE PROS GO TO GROW 28#29($ in m) Sales Cost of Goods Sold Gross Profit Operating Expenses Store Operations General and Administrative Share Based Compensation Depreciation and Amortization Salaries and Related Expenses Total Operating Expenses Operating Income (Loss) Other Income (Expense) Miscellaneous Income (Expense) Interest Income Interest Expense Amortization of Debt Discount Total Other Income (Expense) Net Income (Loss) grow generation.com INCOME STATEMENT WHERE THE PROS GO TO GROW Dec-18 $29.0 22.6 $6.4 5.2 1.6 1.9 0.4 1.6 $10.7 ($4.3) 0.1 0.1 (0.0) (1.0) ($0.8) ($5.1) Dec-19 $79.7 57.2 $22.6 10.1 3.2 2.5 1.0 3.6 $20.4 $2.1 (0.0) 0.1 (0.0) (0.4) ($0.3) $1.9 29#30($ in m) Assets Cash Accounts Receivable Inventory Other Current Assets Total Current Assets Other Assets ¹ Total Assets Liabilities and Stockholders' Equity Accounts Payable Current Portion of Long Term Debt Other Current Liabilities² grow generation.com 1) Includes net PP&E, net operating leases, net intangibles, goodwill and other assets. 2) Includes accrued liabilities, payroll and payroll tax, customer deposits, sales tax payable, and current maturities of operating leases. BALANCE SHEET Current Liabilities Long Term Debt³ Operating Leases Right-of-Use Assets, Net of Current Maturities Total Liabilities Stockholders' Equity Total Liabilities and Stockholders' Equity WHERE THE PROS GO TO GROW 3) Dec-18 $14.6 0.9 8.9 0.6 $25.0 10.9 $35.9 1.8 0.4 1.2 $3.4 2.4 0.0 $5.8 30.1 $35.9 Includes long term convertible debt and long term debt. Dec-19 $13.0 4.5 22.7 2.5 $42.6 29.4 $72.0 6.0 0.1 5.9 $12.1 0.2 5.8 $18.1 53.9 $72.0 30#311) ($ in m) Cash from Operating Activities Net Income (Loss) Depreciation and Amortization Change in Operating Assets and Liabilities Other Adjustments ¹ Total Cash from Operating Activities Cash from Investing Activities Assets Acquired in Business Combinations Purchase of Property and Equipment Purchase of Goodwill and Other Intangibles Total Cash from Investing Activities Cash from Financing Activities Principal Payments on Long Term Debt Net Proceeds from Issuance of Convertible Debt grow generation.com CASH FLOWS Net Proceeds from the Sales of Common Stock and Exercise of Warrants and Options Total Cash from Financing Activities Net Change in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year Includes adjustments for: provision for doubtful accounts receivable, inventory valuation reserve, amortization of debt discount, stock based compensation, noncash operating lease expense, and other. WHERE THE PROS GO TO GROW Dec-18 ($5.1) 0.4 0.1 3.1 ($1.5) (5.7) (0.6) (0.1) ($6.4) (0.5) 8.9 12.9 $21.3 $13.4 1.2 $14.6 Dec-19 $1.9 1.0 (9.7) 3.4 ($3.3) (9.5) (2.2) (0.1) ($11.8) (0.5) 13.9 $13.5 ($1.7) 14.6 $13.0 31#32($ in m) CAPITALIZATION TABLE Grow Generation Capitalization as of December 31, 2019 Debt Notes Payable (Seller Financing Notes) Warrants Outstanding (thousands of shares) Warrants, weighted avg. exercise $3.25/share Convertible Debt Warrants grow generation.com Options Outstanding (thousands of shares) Options, weighted avg. exercise $2.78/share Cash Cash and Cash Equivalents Shares Outstanding (thousands of shares) Weighted Average Shares Outstanding, basic Total Potentially Dilutive Securities Adjusted Weighted Average Shares Outstanding, dilutive WHERE THE PROS GO TO GROW $0.4 3,698 131 2,516 32,884 6,345 39,229 $13.0 32#33grow generation.com COMPANY CONTACT Grow Generation WHERE THE PROS GO TO GROW Denver, CO Tel: 800.935.8420 Darren Lampert Chief Executive Officer [email protected] Michael Salaman President michael@grow generation.com WHERE THE PROS GO TO GROW 33