0001213900-26-020416 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • February 25th, 2026 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Virginia

THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as of February 19, 2026, (the “Effective Date”), by and among Agile Capital Funding, LLC, a New York limited liability company (“Collateral Agent”) and Agile Lending, LLC, a Virginia limited liability company (“Agile” or “Holder”), on the one hand, and urban-gro, Inc., a Delaware corporation on the other hand (the “Company”), on the other hand. The Company, Collateral Agent, and Agile are sometimes herein referred to as, the “Parties,” and each, sometimes, a “Party”, on the other hand.

FORBEARANCE AGREEMENT
Forbearance Agreement • February 25th, 2026 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Virginia

THIS FORBEARANCE AGREEMENT (“Agreement”), dated as of February 19, 2025, is made by and among urban-gro, Inc., a Delaware corporation (the “Company”) and urban-gro Canada Technologies Inc., each a wholly owned subsidiary of the Company (collectively with the Company, the “Borrower”), Agile Lending, LLC, a Virginia limited liability Company (“Lender”), and Agile Capital Funding, LLC, a New York Limited Liability Company (the “Agent”).