X0303 4 2010-10-31 0 0001316644 AeroGrow International, Inc. AERO.OB 0001354993 walker jack jonas 2105 11TH STREET BOULDER CO 80302 1 1 1 0 Chief Executive Officer Convertible Notes 0.1 2010-10-31 4 J 0 12843.17 A 2010-10-31 2013-05-06 Common Stock 128432 5751857 D Convertible Notes 0.18 2010-11-05 4 P 0 400000 400000 A 2010-11-05 2011-07-28 Common Stock 2222222 2222222 I By Spouse Common Stock Warrants 0.2 2010-11-05 4 P 0 1333333 A 2010-11-05 2015-10-28 Common Stock 1333333 1333333 I By Spouse Stock Options 0.08 2010-12-08 4 A 0 1000000 0 A 2011-03-08 2015-12-08 Common Stock 1000000 1197000 D The $12,843.17 Convertible Notes have an annual interest rate of 8%. The notes are convertible into shares of common stock at a price of $0.10 per share. Mr. Walker received the $12,843.17 of Convertible Notes as a quarterly interest payment on existing Convertible Notes. Mrs. Walker purchased $400,000 of Convertible Notes, which have an annual interest rate of 15%. The notes are convertible into shares of common stock at a price of $0.18 per share. Per the terms of the Convertible Notes as described in Note (3) above, Mrs. Walker was issued warrants to purchase 1,333,333 shares of common stock. The options will vest pro rata on a quarterly basis over 2 years. On December 8, 2010, the Board of Directors awarded the options to Mr. Walker. Jessica Franz, Attornery in Fact 2010-12-10