0001213900-26-047598 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • April 24th, 2026 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Nevada

THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as of April 20, 2026, (the “Effective Date”), between Hudson Global Ventures, LLC (“Holder”), on the one hand, and urban-gro, Inc., a Delaware corporation on the other hand (the “Company”), on the other hand. The Company and Hudson are sometimes herein referred to as, the “Parties,” and each, sometimes, a “Party”.

Assignment and Assumption Agreement
Assignment and Assumption Agreement • April 24th, 2026 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Nevada

This Assignment and Assumption Agreement (“Agreement”) dated as of April ___, 2026 (“Effective Date”), is entered into by and among GROW HILL LLC, a Washington limited liability company, with offices located at 420 NE 72nd Street, Apt 706, Seattle, Washington 98115-5876 (the “Assignor”), HUDSON GLOBAL VENTURES, LLC, a Nevada limited liability company, with offices located at 28 Bellingham Lane, Great Neck, New York 11023 (the “Assignee”), and urban-gro, Inc., a Delaware corporation, with offices located at 1751 Panorama Point, Unit G, Lafayette, Colorado 80026 (“urban-gro”).

FORBEARANCE AGREEMENT
Forbearance Agreement • April 24th, 2026 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Nevada

THIS FORBEARANCE AGREEMENT (“Agreement”), dated as of April 20, 2026, 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”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Hudson”).