WARRANT TO PURCHASE COMMON STOCK URBAN-GRO, INC.Urban-Gro, Inc. • February 17th, 2021 • Wholesale-machinery, equipment & supplies
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 11, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from urban-gro, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between URBAN-GRO, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters URBAN-GRO, INC.Underwriting Agreement • February 17th, 2021 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • New York
The undersigned, urban-gro, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of urban-gro, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
LOAN AGREEMENTLoan Agreement • December 18th, 2023 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • California
LOAN AGREEMENT, dated as of December 12, 2023 between UG Construction, inc. DBA EMERALD CONSTRUCTION MANAGEMENT, INC. , a Colorado corporation, (referred to herein as the “Borrower”), and GEMINI FINANCE CORP., a California corporation (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • December 18th, 2023 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies
This SECURITY AGREEMENT, dated as of December 12, 2023 (this “Agreement”), is among UG Construction, Inc. dba Emerald Construction Management, Inc. (the “Debtor” or the “Company”) and Gemini Finance Corp. (“Secured Party”) as holder of that Promissory Note in the aggregate principal amount not to exceed $10,000,000 (the “Note”) executed and delivered by the Company pursuant to the Loan Agreement between the parties (the “Loan Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2021 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado
James H Dennedy, as President and Chief Operating Officer (“Executive”), you are a valuable urban-gro, Inc. (“urban-gro”) employee, and we expect you to make a significant contribution to urban-gro’s success. As a result, urban-gro wishes to employ you under the terms of this Agreement.
JW Properties, LLC BUSINESS LEASEBusiness Lease • July 11th, 2018 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies
THIS LEASE, made and entered into on this date of June 18th 2018, between JW Properties, LLC herein after referred to as "Lessor," and Urban Gro, LLC herein after referred to as "Lessee".
STOCK PURCHASE AGREEMENT dated as of June 28, 2021 by and among URBAN-GRO ARCHITECT HOLDINGS, LLC, AS THE BUYER and URBAN-GRO, INC, AS THE PARENT and THE 2WRCO SHAREHOLDERS, THE 2WRGA SHAREHOLDERS, THE MJ12 SHAREHOLDERS, and THE 2WRMS Shareholders as...Stock Purchase Agreement • August 2nd, 2021 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into this 28th day of June, 2021 by and among urban-gro Architect Holdings, LLC, a Delaware limited liability company (the “Buyer”), urban-gro, Inc., a Delaware corporation (“Parent”), the 2WRGA Shareholders, the 2WRCO Shareholders, the MJ12 Shareholders, the 2WRMS Shareholders (collectively, the “Sellers” and each a “Seller”), and Sam Andras, an individual (the “Seller Representative”, sometimes referred to herein collectively with the Sellers and the Buyer as the “Parties,” and each, a “Party”).
Continuing GuarantyUrban-Gro, Inc. • December 18th, 2023 • Wholesale-machinery, equipment & supplies • California
This Continuing Guaranty is executed by the above-named guarantor(s) (jointly and severally, the “Guarantor”), as of the above date, in favor of GEMINI FINANCE CORP. (“Gemini”), whose address is 6119 La Granada, Rancho Santa Fe, CA 92067, with respect to the Indebtedness of the above-named client (“Client”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 15th, 2018 • Urban-Gro, Inc. • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made as of the 15 day of February, 2018 by and among Total Grow Holdings, LLC, a Delaware limited liability company d/b/a Total Grow Control, LLC (the “Company”), urban-gro, Inc., a Colorado corporation ( “Purchaser”), and the persons listed as “Members” on the signature pages to this Agreement (each a “Member” and together the “Members”).
Contract6 Settlement Agreement and Mutual • August 14th, 2023 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado
LETTER AGREEMENTLetter Agreement • May 15th, 2018 • Urban-Gro, Inc. • Delaware
This Letter Agreement (this “Agreement”) is made and entered into as of July __, 2017, by and between Edyza, Inc. (the “Company”) and the undersigned investor (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the SAFE (as defined below).
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • May 15th, 2018 • Urban-Gro, Inc. • Colorado
ACQUISITION AGREEMENT AND PLAN OF MERGER dated as of March 13, 2022 by and among URBAN-GRO, INC. (a Delaware corporation) AS THE BUYER, EMERALD MERGER SUB, INC. (a Colorado corporation) AS MERGER SUB, EMERALD CONSTRUCTION MANAGEMENT, INC. (a Colorado...Acquisition Agreement and Plan of Merger • March 14th, 2022 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado
THIS ACQUISITION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 13th day of March, 2022 by and among urban-gro, Inc., a Delaware corporation (the “Buyer”), Emerald Merger Sub, Inc., a Colorado corporation (“Merger Sub”), Emerald Construction Management, Inc., a Colorado corporation (“Emerald”), Christopher W. Cullens, an individual, Charles W. Cullens, an individual, and Green Stone Property LLC, a Colorado limited liability company (collectively the “Sellers” and each a “Seller”), and, solely in his capacity as the Seller Representative, Christopher W. Cullens, an individual (the “Seller Representative”). The Buyer, Merger Sub, Emerald, the Seller Representative, and the Sellers are sometimes referred to herein, collectively, as the “Parties,” and each individually, as a “Party”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 3rd, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Ontario
THIS AMENDING AGREEMENT (this “Agreement”) is made as of the 4th day of September, 2020 among urban-gro, Inc. (the “Borrower”), urban-gro Canada Technologies Inc. and Impact Engineering, Inc. (together, the “Guarantors”) and Bridging Finance Inc., as Agent (as defined below) and as lender.
AGREEMENTAgreement • November 3rd, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado
THIS AGREEMENT (this “Agreement”) is made and entered into this 18th day of September 2020, by and between urban-gro, Inc. (“UG”) and George (Bob) Pullar (“Pullar”). Pullar and UG are referred to as “Parties” or “Party”.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2021 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies
This amendment to the Stock Purchase Agreement between urban-gro, Inc. and Octavio Gutierrez dated February 22, 2021 (the “SPA”) is being entered into as of February 25, 2021.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2021 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of February 22, 2021, by and between Octavio (“Tavo”) Gutierrez, Broomfield, CO 80023 (“Seller”) and urban-gro, Inc., a Delaware corporation (the “Company” or the “Purchaser”), who hereby agree as follows.
TOTAL GROW HOLDINGS, LLC MEMBERSHIP INTEREST Redemption AgreementMembership Interest Redemption Agreement • January 30th, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado
This Membership Interest Redemption Agreement (this “Agreement”) dated as of January 24, 2020, is by and between Total Grow Holdings, LLC, a Delaware limited liability company doing business as Total Grow Control, LLC (“TGH”), and urban-gro, Inc., a Colorado corporation (“UG”). Each of TGH and UG may be referred to individually in this Agreement as a “Party” and collectively as the “Parties.” The existing members of TGH other than UG are joining in this Agreement for the sole purpose of agreeing to the proposed transfer and assignment of the Interest (defined below), the redemption of the Interest as contemplated herein, and to join in the covenants set forth in Sections 8.2, 9.16 and 9.17 hereof.
FORM OF Deferred Shares Award AgreementShares 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”).
PROMISSORY NOTEGuaranty 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).
STOCK OPTION AGREEMENT UNDER THE URBAN-GRO, INC. 2019 EQUITY INCENTIVE PLANStock Option Agreement • March 23rd, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies
This Stock Option Agreement (“Option Agreement”) is made and entered into by and between urban-gro, Inc. (“urban-gro” or the “Company”) and Larry Dodson (the “Optionee”), as of [●], 2020 (the “Grant Date”). The Options granted to the Optionee pursuant to this Option Agreement shall be granted under the urban-gro, Inc. 2019 Equity Incentive Plan, as amended from time to time (the “Plan”), and shall be subject to the terms and conditions of the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado
Bradley Nattrass, as President and Chief Executive Officer (“Executive”), you are a valuable urban-gro, Inc. (“urban-Gro”) employee, and we expect you to make a significant contribution to urban-Gro’s success. As a result, urban-gro wishes to employ you under the terms of this Agreement.
AMENDMENT TO THE STOCK PURCHASE AGREEMENT July 30, 2021The Stock Purchase Agreement • August 2nd, 2021 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Delaware
This Amendment (this “Amendment”) to the Stock Purchase Agreement (the “Purchase Agreement”) is made and entered into as of July 30, 2021 (the “Effective Date”), by and among urban-gro Architect Holdings, LLC, a Delaware limited liability company (the “Buyer”), urban-gro, Inc., a Delaware corporation (“Parent”), the 2WRGA Shareholders, the 2WRCO Shareholders, the MJ12 Shareholders, the 2WRMS Shareholders (collectively, the “Sellers” and each a “Seller”), and Sam Andras, an individual (the “Seller Representative”, sometimes referred to herein collectively with the Sellers, Parent and the Buyer as the “Parties”).
FIRST AMENDMENT TO ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement and Plan of Merger • May 2nd, 2022 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies
This First Amendment to Acquisition Agreement and Plan of Merger (this “Amendment”), dated April 29, 2022 (the “Amendment Date”), is made and entered into by and among urban-gro, Inc. a Delaware corporation (the “Buyer”), Emerald Merger Sub, Inc., a Colorado corporation (“Merger Sub”), Emerald Construction Management, Inc., a Colorado corporation (“Emerald”), Christopher W. Cullens, an individual, Charles W. Cullens, an individual, and Green Stone Property LLC, a Colorado limited liability company (collectively the “Sellers” and each a “Seller”), and, solely in his capacity as the Seller Representative, Christopher W. Cullens, an individual (the “Seller Representative”) and amends the Acquisition Agreement and Plan for Merger, dated March 13, 2022, by and among the Parties (the “Acquisition Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Acquisition Agreement.
AMENDING AGREEMENTAmending 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”).
URBAN-GRO, INC. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 14th, 2023 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Delaware
Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (this “Award Agreement”), urban-gro, Inc. (the “Company”) has granted the Participant as identified in the Grant Notice the number of Restricted Stock Units indicated in the Grant Notice (the “RSUs”) under the Company’s 2021 Omnibus Stock Incentive Plan (the “Plan”). Capitalized terms not defined in this Award Agreement but defined in the Plan or the Grant Notice will have the same definitions as in the Plan or the Grant Notice, respectively.
SEPARATION AGREEMENTSeparation Agreement • March 23rd, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Colorado
This Separation Agreement (the “Agreement”) is entered into by and between urban-gro, Inc. (the “Company”) and Larry Dodson (“Employee”).
LOAN EXTENSION AGREEMENTLoan Extension Agreement • July 11th, 2018 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies
This Loan Extension and Modification Agreement (the “Agreement”) is dated as of this 23rd day of March, 2018, by and between urban-gro Inc., a Colorado corporation (the “Company”), Bradley Nattrass and Octavio Gutierrez, individually, (hereinafter jointly referred to as the “Principals”) and Michael Sandy Bank. (“SB”).
COMMON STOCK PURCHASE WARRANT To Purchase Six Thousand Shares of the Common Stock of urban-gro, Inc.Urban-Gro, Inc. • July 11th, 2018 • Wholesale-machinery, equipment & supplies
THIS CERTIFIES that, for value received, Michael Sandy Bank (the Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on April 19, 2023 (the “Termination Date”), but not thereafter unless extended by the Company (as hereinafter defined) in its sole discretion, to subscribe for and purchase from urban-gro, Inc., a corporation incorporated in Colorado (the “Company”), up to Six Thousand (6,000) shares (the “Warrant Shares”) of Common Stock, $0.001 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.00, unless lowered by the Company, in its sole discretion. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
February 21, 2020 Urban-gro, Inc.Urban-Gro, Inc. • May 18th, 2020 • Wholesale-machinery, equipment & supplies
INTELLECTUAL PROPERTY PURCHASE AND ASSIGNMENT AGREEMENTIntellectual Property Purchase and Assignment Agreement • May 15th, 2018 • Urban-Gro, Inc. • California
This “INTELLECTUAL PROPERTY PURCHASE AND ASSIGNMENT AGREEMENT”, including all Exhibits and Schedules referenced and attached hereto, (together, the “Agreement”) is effective as of the later date of execution below (the “Effective Date”), and is made and entered into by and between:
SUBORDINATION, POSTPONEMENT AND STANDSTILL AGREEMENTPostponement and Standstill Agreement • May 18th, 2020 • Urban-Gro, Inc. • Wholesale-machinery, equipment & supplies • Ontario
