0001683168-20-001656 Sample Contracts

FORM OF Deferred Shares Award Agreement
Shares Award Agreement • May 18th, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado

This Deferred Shares Award Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Date of Grant”) by and between urban-gro, Inc., a Colorado corporation (the “Corporation”) and [DIRECTOR NAME] (the “Director”).

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PROMISSORY NOTE
Guaranty Agreement • May 18th, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, urban-gro, Inc. a Colorado corporation (the “Borrower”), hereby unconditionally promises to pay to the order of James Lowe or his assigns (the “Noteholder”, and together with the Borrower, the “Parties”), the principal amount of One million dollars ($1,000,000) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (the “Note”), as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).

AMENDING AGREEMENT
Amending Agreement • May 18th, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado

THIS AMENDING AGREEMENT (the “Amending Agreement”) is dated as of February 21, 2020 between urban-gro, Inc. (the “Borrower”) and James Lowe (the “Lender”, and together with the Borrower, the “Parties”).

February 21, 2020 Urban-gro, Inc.
Urban-Gro, Inc. • May 18th, 2020 • Wholesale-machinery, equipment & supplies
SUBORDINATION, POSTPONEMENT AND STANDSTILL AGREEMENT
Postponement and Standstill Agreement • May 18th, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Ontario
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