HYFM · Hydrofarm Holdings Group, Inc. · Exempt Offerings

Substantial doubt about the company's ability to continue as a going concern.

“These conditions and events, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans to address these conditions include reducing costs through restructuring and other initiatives, including facility consolidations, headcount reductions, focusing on our proprietary brand offerings and expanding and optimizing our logistics business. To improve liquidity the Company is negotiating with lenders and key vendors, and is pursuing additional financing or strategic alternatives including through an offering of equity securities, the sale of assets or businesses, including the sale of Aurora Peat Products ULC ("APP"). Refer to Note 17 – Subsequent Events for further details. Excluding the sale of APP, these plans are not within the Company's control, and therefore cannot be deemed probable. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern.”