Form 8-K

8-K — urban-gro, Inc.

Accession: 0001213900-26-043145

Filed: 2026-04-14

Period: 2026-04-13

CIK: 0001706524

SIC: 5080 (WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0286170-8k_urban.htm (Primary)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED APRIL 7, 2026, BY AND BETWEEN URBAN-GRO, INC. AND AGILE HUDSON PARTNERS LLC (ea028617001ex10-1.htm)

EX-10.2 — SECURED PROMISSORY NOTE, DATED APRIL 7, 2026, ISSUED BY URBAN-GRO, INC. IN FAVOR OF AGILE HUDSON PARTNERS LLC (ea028617001ex10-2.htm)

EX-10.3 — COMMON STOCK PURCHASE WARRANT, DATED APRIL 7, 2026, ISSUED BY URBAN-GRO, INC. IN FAVOR OF AGILE HUDSON PARTNERS LLC (ea028617001ex10-3.htm)

EX-10.4 — PRE-FUNDED COMMON STOCK PURCHASE WARRANT, DATED APRIL 7, 2026, ISSUED BY URBAN-GRO, INC. IN FAVOR OF AGILE HUDSON PARTNERS LLC (ea028617001ex10-4.htm)

EX-10.5 — SECURITY AGREEMENT, DATED APRIL 7, 2026, AMONG URBAN-GRO, INC., CERTAIN SUBSIDIARY PARTIES THERETO, AND AGILE HUDSON PARTNERS LLC (ea028617001ex10-5.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0286170-8k_urban.htm · Sequence: 1

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0001706524

2026-04-13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 13, 2026

URBAN-GRO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39933

46-5158469

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1751 Panorama Point, Unit G

Lafayette, Colorado 80026

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (720) 390-3880

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

UGRO

The Nasdaq Stock Market LLC

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

On April 7, 2026, Urban-gro, Inc.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Agile Hudson Partners

LLC (the “Buyer”), pursuant to which the Buyer agreed to purchase, and the Company agreed to issue and sell to the Buyer,

a 12% secured promissory note (the “Note”) in an aggregate principal amount of up to $2,775,000, at an aggregate purchase

price of up to $2,525,000, in one or more tranches.

Pursuant to the Purchase Agreement, the Buyer

funded the first tranche in the original principal amount of $2,225,495.05 (the “First Tranche”) for a purchase price of $2,025,000

(the “Purchase Price”). The Buyer withheld $25,000 from the Purchase Price to cover the Buyer’s legal fees in connection

with the First Tranche.

The Note is convertible into shares of the Company’s

common stock, par value $0.001 per share (the “Common Stock”), subject to certain limitations, including a beneficial ownership

limitation of 4.99% and an exchange cap, unless the Company obtains stockholder approval as required by applicable Nasdaq rules. The conversion

price is equal to the lesser of (i) a fixed price of $36.00 per share (subject to adjustment) and (ii) 80% of the average of the three

lowest traded prices of the Common Stock on the Company’s principal market during the ten trading days immediately preceding the

applicable conversion date (subject to adjustment).

In connection with the funding of the First Tranche,

the Company issued to the Buyer (i) a Common Stock purchase warrant to purchase up to 154,166 shares of Common Stock at an initial exercise

price of $18.00 per share (the “First Warrant”) and (ii) a pre-funded Common Stock purchase warrant to purchase up to 26,000

shares of Common Stock at an initial exercise price of $0.01 per share (the “Second Warrant,” and together with the First

Warrant, the “Warrants”). The First Warrant is exercisable for a period ending five (5) years after April 7, 2026, and contains

customary provisions regarding, among other things, cashless exercise (in certain circumstances), beneficial ownership limitations and

adjustments upon certain corporate events.

The Purchase Agreement also provides for a potential

second tranche funding. Subject to satisfaction of certain conditions, including (among other things) the absence of defaults, compliance

with covenants, and the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2025 with audited financial

statements (the “10-K Filing Condition”), the Buyer agreed to fund an additional $500,000 purchase price under the Note (the

“Second Tranche”). At the closing of the Second Tranche, the principal amount outstanding under the Note would increase by

$549,504.95 (including the prorated portion of original issue discount), and the accrued interest charge would increase by $65,940.60.

In connection with the Purchase Agreement and

Note, the Company and certain of its subsidiaries entered into a Security Agreement dated April 7, 2026 (the “Security Agreement”),

in favor of the Buyer. The Security Agreement grants the Buyer a security interest in substantially all of the assets of the Company and

the subsidiary parties thereto, including, among other things, accounts, equipment, inventory, general intangibles (including intellectual

property), deposit accounts, investment property, and equity interests in subsidiaries, in each case, subject to certain customary exclusions

and limitations, and subject to the seniority of certain existing indebtedness as described below.

The foregoing descriptions of the Purchase Agreement,

Note, Warrants and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text

of such agreements, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above

is incorporated herein by reference.

The Note has an aggregate principal amount of

up to $2,775,000, with an aggregate purchase price of up to $2,525,000 and an original issue discount of up to $250,000. The Note provides

for a one-time interest charge equal to 12% of the principal amount with respect to each tranche (up to $333,000 in the aggregate). The

maturity date for each tranche is twelve (12) months from the date the applicable purchase price for such tranche is funded. Amounts not

paid when due bear default interest at the lesser of 18% per annum and the maximum amount permitted by law.

The Note contains customary (and certain non-customary)

covenants and events of default. Among other things, the Note provides that if the Company or its subsidiaries receives cash proceeds

from certain sources, the Company must, within one business day, inform the Buyer of or publicly disclose such receipt, and the Buyer

may require the Company to apply up to 50% of such proceeds to repay outstanding principal and interest then due under the Note.

The Company’s obligations under the Note

are secured by the Security Agreement. The Security Agreement provides that the Buyer’s security interest is junior in priority

to the security interest(s) securing the Company’s senior secured debt, which is described in the Note as a loan in the original

principal amount of $2,000,000 issued by the Company to Grow Hill, LLC on October 1, 2024.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above

is incorporated herein by reference.

The Note and the Warrants (and the shares of Common

Stock issuable upon conversion of the Note and exercise of the Warrants, as applicable) were offered and sold in a private placement exempt

from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section

4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The Buyer represented that it is an “accredited investor”

as defined in Rule 501(a) of Regulation D under the Securities Act. The securities issued in the transaction have not been registered

under the Securities Act or applicable state securities laws, and may not be offered or sold absent registration or an applicable exemption

from the registration requirements.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following

exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit No.

Description

10.1

Securities Purchase Agreement, dated April 7, 2026, by and between Urban-gro, Inc. and Agile Hudson Partners LLC

10.2

Secured Promissory Note, dated April 7, 2026, issued by Urban-gro, Inc. in favor of Agile Hudson Partners LLC

10.3

Common Stock Purchase Warrant, dated April 7, 2026, issued by Urban-gro, Inc. in favor of Agile Hudson Partners LLC

10.4

Pre-Funded Common Stock Purchase Warrant, dated April 7, 2026, issued by Urban-gro, Inc. in favor of Agile Hudson Partners LLC

10.5

Security Agreement, dated April 7, 2026, among Urban-gro, Inc., certain subsidiary parties thereto, and Agile Hudson Partners LLC

104*

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: April 13, 2026

URBAN-GRO, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chairman and Chief Executive Officer

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED APRIL 7, 2026, BY AND BETWEEN URBAN-GRO, INC. AND AGILE HUDSON PARTNERS LLC

EX-10.1

Filename: ea028617001ex10-1.htm · Sequence: 2

Exhibit 10.1

SECURITIES

PURCHASE AGREEMENT

This SECURITIES

PURCHASE AGREEMENT (the “Agreement”), dated as of April 7, 2026, by and between URBAN-GRO, INC., a Delaware corporation,

with headquarters located at 1751 Panorama Point, Unit G, Lafayette, Colorado, 80026 (the “Company”), and AGILE HUDSON

PARTNERS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York, NY 10022 (the

“Buyer”).

WHEREAS:

A. The

Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States

Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B. Company

is issuing to the Buyer, upon the terms and conditions set forth in this Agreement, a secured promissory note of the Company, in the aggregate

principal amount of up to $2,775,000.00 (as the principal amount thereof may be increased pursuant to the terms thereof, and together

with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms

thereof, in the form attached hereto as Exhibit A, the “Note”), with a purchase price of up to $2,525,000.00, which

is convertible into common stock of the Company, par value $0.001 per share (the “Common Stock”), upon the terms and subject

to the limitations and conditions set forth in such Note; and

C. Buyer

desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth

in the Transaction Documents (as defined in this Agreement), the First Tranche (as defined in the Note) (the “First Tranche”)

under the Note (which consists of the principal amount of $2,225,495.05 and purchase price of $2,025,000.00).

D. The

Company wishes to issue a common stock purchase warrant to purchase 154,166 shares of Common Stock at an initial price per share of $18.00

(in the form attached hereto as Exhibit C, the “First Warrant”) and a pre-funded common stock purchase warrant to purchase

26,000 shares of Common Stock at an initial price per share of $0.01 (in the form attached hereto as Exhibit D, the “Second Warrant”,

and collectively with the First Warrant, the “Warrants”), to the Buyer as additional consideration for the purchase of the

First Tranche of the Note, which all shall be earned in full as of the Closing Date, as further provided herein.

E. In

connection with this Agreement, the Company and the Buyer have entered into a security agreement (the “Security Agreement”)

on the date of this Agreement, a form of which is attached hereto as Exhibit E.

NOW THEREFORE,

in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:

Purchase and Sale.

a. First

Tranche. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from

the Company, the First Tranche and Warrants, as further provided herein. As used in this Agreement, the term “business day”

shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized

or required by law or executive order to remain closed.

b. Form

of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of $2,025,000.00 (the “Purchase Price”) for

the First Tranche of the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available

funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note and Warrants, and

(ii) the Company shall deliver such duly executed Note and Warrants on behalf of the Company, to the Buyer, against delivery of such Purchase

Price. On the Closing Date, the Buyer shall withhold a non-accountable sum of $25,000.00 from the Purchase Price to cover the Buyer’s

legal fees in connection with the First Tranche.

c. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date

and time of the issuance and sale of the First Tranche of the Note pursuant to this Agreement (the “Closing Date”) shall be

on the date that the Purchase Price for the First Tranche of the Note is paid by Buyer pursuant to terms of this Agreement.

d. Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location

as may be agreed to by the parties (including via exchange of electronic signatures).

e. Warrants.

On or before the Closing Date, the Company shall issue the Warrants to the Buyer pursuant to the terms contained therein to the Buyer,

which shall be earned in full as of the Closing Date.

f. Second

Tranche. If, within twenty (20) calendar days after the date of this Agreement (the “Second Tranche Condition Period”),

(i) an Event of Default (as defined in the Note) has not occurred under the Note, (ii) no event has occurred that, with the passage of

time, would be an Event of Default (as defined in the Note) under the Note, (iii) the Company has

not breached any covenant, agreement, or other term or condition contained in the Transaction Documents (as defined in this Agreement),

and (iv) the Company has filed with the SEC its Form 10-K for the period ended December 31, 2025, with all of the material information

required to be contained therein (including but not limited to the audited financials for the fiscal years ending December 31, 2024 and

December 31, 2025) (the “10-K Filing Condition”) (all of the aforementioned conditions in (i) through (iv) of this sentence

are referred to herein as the “Second Tranche Funding Conditions”), then, the Buyer shall fund the purchase price of an additional

$500,000.00 under the Note (the “Second Tranche”) to the Company within ten (10) Trading Days after the Company’s satisfaction

of the 10-K Filing Condition (the “Second Tranche Funding Period”). For the avoidance of doubt, all of the Second Tranche

Funding Conditions must be satisfied during the Second Tranche Funding Period unless expressly waived in writing by the Buyer. At the

closing of the Second Tranche, the principal amount of the Note shall increase by $549,504.95, which includes the prorated portion of

the OID (as defined in the Note), and the accrued interest shall increase by $65,940.60, which is the prorated amount of the Interest

Charge (as defined in the Note).

2. Buyer’s

Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:

a. Investment

Purpose. As of the Closing Date, the Buyer is purchasing the First Tranche under the Note and Warrants (the Note, Warrants, shares

of Common Stock issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”), and shares of Common

Stock issuable upon exercise of or otherwise pursuant to the Warrants (the “Exercise Shares”) shall collectively be referred

to herein as the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof,

except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making

the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves

the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the

1933 Act.

b. Accredited

Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited

Investor”).

c. Reliance

on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy

of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer

set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information.

The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all

materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities

which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains

outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding

the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will

not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the

Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall

modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.

e. Governmental

Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed

upon or made any recommendation or endorsement of the Securities.

f. Transfer

or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the

1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant

to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company,

an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary

for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred

pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred

to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of

the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor,

(d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation

S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost

of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions,

which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance

with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the

seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may

require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither

the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or

to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained

herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement

secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,

and the Buyer in effecting such pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise

make any delivery to the Company pursuant to this Agreement or otherwise

g. Legends.

The Buyer understands that until such time as the Note, Warrants, Conversion Shares, and/or Exercise Shares, as applicable, have been

registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption

without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear

a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):

“NEITHER THE ISSUANCE AND

SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR

SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE

EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR

OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set

forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock

without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares

of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust

Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered

for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,

Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then

be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section

4(l) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its

transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant

to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined

in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

h. Authorization;

Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of

the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms, except

as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights

generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

3. Representations

and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:

a. Organization

and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing

and in good standing under the laws of the jurisdiction in which it is incorporated or formed, with full power and authority (corporate

and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and

conducted. The SEC Documents set forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated.

The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction

in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where

the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means

any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,

if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection

herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the

Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization;

Enforcement. The Company and Subsidiaries have all requisite corporate power and authority to enter into and perform the Transaction

Documents and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms

hereof and thereof. The Company represents and warrants that (i) the execution and delivery of the Transaction Documents, the Warrants,

the Note, Conversion Shares, and the Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby

and thereby (including without limitation, the issuance of the Note, Warrants, as well as the issuance and reservation for issuance of

the Conversion Shares and Exercise Shares issuable upon conversion of the Note and/or exercise of the Warrants) have been duly authorized

by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders,

or its debt holders is required, (i) the Transaction Documents (together with any other instruments executed in connection herewith or

therewith) have been duly executed and delivered by the Company and Subsidiaries by its authorized representatives, and such authorized

representatives are the true and official representative with authority to sign the Transaction Documents and the other instruments documents

executed in connection herewith or therewith and bind the Company and Subsidiaries accordingly, and (iii) the Transaction Documents constitute,

and upon execution and delivery by the Company and Subsidiaries as applicable, each of such instruments will constitute, a legal, valid

and binding obligation of the Company and Subsidiaries, enforceable against the Company and Subsidiaries in accordance with their terms.

c. Capitalization;

Governing Documents. As of April 7, 2026, the authorized capital stock of the Company consists of: (i) 200,000,000 authorized shares

of Common Stock, of which 875,600 shares were issued and outstanding, (ii) 3,000,000 authorized, of which 0 shares were issued and outstanding.

All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise Shares are, or upon issuance will

be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive

rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure

to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in

the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of

first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities

or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements

by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any

of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register

the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained

in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance

of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation

as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof

(the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material

rights of the holders thereof in respect thereto.

d. Issuance

of Conversion Shares and Exercise Shares. The Conversion Shares and Exercise Shares are duly authorized and reserved for issuance

and, upon conversion of the Note and/or exercise of the Warrants in accordance with its terms, will be validly issued, fully paid and

non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to

preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

e. Issuance

of Warrants. The issuance of the Warrants are duly authorized and will be validly issued, fully paid and non-assessable, and free

from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other

similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

f. Acknowledgment

of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares and Exercise Shares

to the Common Stock upon the conversion of the Note and/or exercise of the Warrants. The Company further acknowledges that its obligation

to issue, upon conversion of the Note and/or exercise of the Warrants, the Conversion Shares and/or Exercise Shares, are absolute and

unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

g. Security

Agreement; No Conflicts. The Note shall be a secured obligation of the Company pursuant to the terms of the Security Agreement and

Note. The execution, delivery and performance of the Transaction Documents by the Company and Subsidiaries, and the consummation by the

Company and Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation

for issuance of the Conversion Shares and Exercise Shares) will not (i) conflict with or result in a violation of any provision of the

Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a

default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument

to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment

or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the

Company or its securities is subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company

or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations

and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or

ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company. Neither

the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents

and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both

could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any

action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any

agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the

Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate,

have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be

conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.

Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the

Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental

agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform

any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note

in accordance with the terms hereof and, upon conversion of the Note and/or exercise of the Warrants, issue Conversion Shares and/or Exercise

Shares as applicable. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant

to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing

requirements of the Principal Market (as defined herein) and does not reasonably anticipate that the Common Stock will be delisted by

the Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might

give rise to any of the foregoing. The “Principal Market” shall mean the principal securities exchange where such Common Stock

is listed, including but not limited to any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or

any successor to such markets (but excluding all OTC Markets).

h. SEC

Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)

(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto

and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC

Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934

Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at

the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable

law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates,

the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting

requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in

accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present

in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof

and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements,

to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the

Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent

to September 30, 2025, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required

under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate,

are not material to the financial condition or operating results of the Company.

i. Absence

of Certain Changes. Since September 30, 2025, there has been no material adverse change and no material adverse development in the

assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status

of the Company or any of its Subsidiaries.

j. Absence

of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government

agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against

or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material

Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the Company,

threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material

Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

k. Intellectual

Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications,

patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and

copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated

to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s

knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary

to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the

Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not

infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which

might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the

secrecy, confidentiality and value of their Intellectual Property.

l. No

Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal

restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected

in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement

which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

m. Tax

Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns,

reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each

of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and

has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,

reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for

the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid

taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no

basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment

or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing

authority.

n. Transactions

with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments

in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties

and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees of the Company

is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and

directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental

of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the

knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has

a substantial interest or is an officer, director, trustee or partner.

o. Disclosure.

All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer

pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material

respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein,

in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect

to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which,

under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly

announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into

an effective registration statement filed by the Company under the 1933 Act).

p. Acknowledgment

Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity

of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges

that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement

and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection

with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s

purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement

has been based solely on the independent evaluation of the Company and its representatives.

q. No

Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or

indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be

integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

r. No

Brokers; No Solicitation. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,

transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company represents and warrants

that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter into this Agreement

and consummate the transactions described in this Agreement. The Company represents and warrants that neither the Buyer nor its employee(s),

member(s), beneficial owner(s), or partner(s) is required to be registered as a broker-dealer under the Securities Exchange Act of 1934

in order to (i) enter into or consummate the transactions encompassed by this Agreement, Security Agreement, the Note, Warrants, and the

related transaction documents entered into in connection herewith (the “Transaction Documents”), (ii) fulfill the Buyer’s

obligations under the Transaction Documents, or (iii) exercise any of the Buyer’s rights under the Transaction Documents (including

but not limited to the sale of the Securities).

s. Permits;

Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits,

easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and

to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending

or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company

nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,

defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since

September 30, 2025, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts,

defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts,

defaults or violations would not have a Material Adverse Effect.

Environmental Matters.

(i) There

are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past

or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances,

conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability

under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws

and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending

or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term ”Environmental Laws” means

all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,

ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,

discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,

“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters,

injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved

thereunder.

(ii) Other

than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or

about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released

on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property

was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its

Subsidiaries’ business.

(iii) There

are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are

not in compliance with applicable law.

u. Title

to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable

title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free

and clear of all liens, encumbrances and defects except such as would not have a Material Adverse Effect. Any real property and facilities

held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions

as would not have a Material Adverse Effect.

v. Insurance.

The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries

are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies

of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general

liability coverage.

w. Internal

Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the

judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with

management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is

permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

x. Foreign

Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting

on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds

for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect

unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision

of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other

unlawful payment to any foreign or domestic government official or employee.

y. Solvency.

The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market

value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and

currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to

the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability

to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial statements for

its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern,

which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

z. No

Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not

be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”).

The Company is not controlled by an Investment Company.

aa. No Off Balance

Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and

an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not

so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

bb. No Disqualification

Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the

Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity

securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected

with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad

Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except

for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer

Covered Person is subject to a Disqualification Event.

cc. Manipulation

of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action

designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price

of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation

for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another

to purchase any other securities of the Company.

dd. Bank Holding

Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)

and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor

any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of

any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the

BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence

over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

ee. Illegal or

Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge,

any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business

entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made

or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i)

as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive

public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its

Subsidiaries.

ff. Breach of

Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties

set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered

an Event of Default under Section 3.4 of the Note.

ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

a. Best

Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b. Form

D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide

a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company

shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement

under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification),

and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

c. Use

of Proceeds. The Company shall use the Purchase Price for business development and general working capital, and not for any other

purpose, including but not limited to (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or

their affiliates, (ii) the repayment of any debt issued in corporate finance transactions (including but not limited to promissory notes

that have the ability to be converted into Common Stock), (iii) any loan to or investment in any other corporation, partnership, enterprise

or other person (except in connection with the Company’s currently existing operations), (iv) any loan, credit, or advance to any

officers, directors, employees, or affiliates of the Company, or (v) in violation or contravention of any applicable law, rule or regulation.

Right of Participation.

(i) Other

than arrangements that are in place or disclosed in Public Reporting Documents prior to the

date of this Agreement, from the date of this Agreement until the later of (i) twelve (12) calendar months after the date of this Agreement

or (ii) the date that the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any

option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any

of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares

or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or

exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”)

or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with

this Section 4(d).

(ii) The

Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent

Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are

to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged

and (y) offer to issue and sell to or exchange with the Buyer at least 100% of the securities in the Subsequent Placement (in each case,

an “Offer”).

(iii) To

accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company

prior to the end of the fifth (5th) Trading Day after the Buyer’s receipt of the Offer Notice (the “Offer Period”),

setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”). The Company shall complete the Subsequent

Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, unit prices

and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company

and Buyer. The Buyer may elect to exchange any amounts owed under the Note in lieu of cash consideration with respect to all or any portion

of the Subscription Amount.

(iv) Notwithstanding

anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a Subsequent Placement

at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to the terms or conditions

cannot occur during any Offer Period), the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of such new Offer

shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new Offer Notice.

e. Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right or remedy under this

Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision to the contrary contained

in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly agreed and provided that the

total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby for payments

which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the

“Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both

of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company may be obligated to

pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed

that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document, agreement or instrument

contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum

contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or

instrument contemplated thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under

any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness

evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by

the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to

be at the Buyer’s election.

f. Restriction

on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full or full conversion

of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be

unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets

other than in the ordinary course of business.

g. Listing.

The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Principal

Market or any equivalent replacement exchange or electronic quotation system and will comply in all respects with the Company’s

reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”)

and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the Principal

Market and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility

of the Common Stock for listing on such exchanges and quotation systems.

h. Corporate

Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall

not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation with the written consent

of the Buyer or sale of all or substantially all of the Company’s assets with the written consent of the Buyer, where the surviving

or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments

entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on

the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.

i. No

Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would

require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be

integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the

Company or its securities.

j. Compliance

with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note, Warrant, Conversion Shares, or Exercise

Shares, the Company shall comply with the reporting requirements of the 1934 Act and the Company shall continue to be subject to the reporting

requirements of the 1934 Act.

k. Legal

Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly

supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel

Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors

and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are

satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to

an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied).

In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion,

and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position

that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

l. Piggy-Back

Registration Rights. If the Company proposes to file any registration statement covering any of its securities (for sale by the Company,

for resale by the holder(s) of such securities, or otherwise) (each a “Registration Statement”), the Company shall at each

such time give written notice to Holder of its intention to do so (each a “Registration Notice”) at least seven (7) calendar

days prior to the filing of such Registration Statement and of the registration rights granted under this Agreement. Upon the written

request of Holder made to the Company within three (3) calendar days after the receipt of any such Registration Notice, the Company shall,

at its sole cost and expense, effect the registration of all Conversion Shares underlying the Note and Exercise Shares underlying the

Warrants which the Company has been so requested to register by Holder in such Registration Statement, by inclusion of such Conversion

Shares and Exercise Shares in the Registration Statement, to the extent required to permit the resale and disposition (in accordance with

the intended methods of disposition, including but not limited to sales at prevailing market prices) of the Conversion Shares and Exercises

Shares by Holder.

m. Shareholder

Approval. “Shareholder Approval” means the approval of a sufficient amount of holders of the Company’s Common Stock

to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(d), to effectuate the transactions contemplated

by the Transaction Documents (including but not limited to the issuance of all of the Securities, which includes all of the Common Stock

in excess of 175,032 shares of Common Stock (the “Exchange Cap”), subject to appropriate adjustment for any stock dividend,

stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases

the Common Stock). The Company shall not use the Exchange Cap for any purpose other than for the issuance of Common Stock to the Buyer

pursuant to the Transaction Documents. The Company shall hold a special meeting of shareholders on or before the Mandatory Date (as defined

herein) for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such

proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other

management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal.

The “Mandatory Date” shall mean the date that is ninety (90) calendar days after the date of this Agreement, provided, however,

that such ninety (90)-day period shall be automatically extended by an additional thirty (30) calendar days if the Company is actively

pursuing such Shareholder Approval and such failure is due to SEC review, Nasdaq requirements, or other regulatory processes outside the

Company’s reasonable control. The Company shall use its commercially reasonable efforts to obtain such Shareholder Approval as soon

as possible on and after the Mandatory Date. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall

call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until

the Shareholder Approval becomes effective pursuant to the rules promulgated under the 1934 Act, the Company shall not hold any meeting

of its shareholders unless the Company also includes a proposal for obtaining the Shareholder Approval in such meeting. Until the Shareholder

Approval becomes effective pursuant to the rules promulgated under the 1934 Act, the Buyer shall not be issued in the aggregate, pursuant

to this Purchase Agreement or upon conversion of the Note or exercise of the Warrants, shares of Common Stock in an amount greater than

the Exchange Cap. In the event that the Buyer shall sell or otherwise transfer any of such Buyer's Note, the transferee shall be allocated

a pro rata portion of such transferor Buyer’s Exchange Cap, and the restrictions of the prior sentence shall apply to such transferee

with respect to the portion of the Exchange Cap allocated to such transferee.

n. Most

Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and unpaid,

the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of Common

Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting

such Other Investor in a manner more favorable in any material respect to such Other Investor (even if the Other Investor does not receive

the benefit of such more favorable term until a default occurs under such other security) than the rights and benefits established in

favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights and benefits pursuant

to a definitive written agreement or agreements between the Company and the Buyer.

o. Subsequent

Variable Rate Transactions. From the date of this Agreement until the later of (i) the date that is eighteen (18) calendar months

after the date of this Agreement or (ii) the date that the Note is fully converted or fully repaid, the Company shall be prohibited from

effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction

in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or

include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other

price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the

initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset

at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events

directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including,

but not limited to, an Equity Line of Credit (as defined in the Note), whereby the Company may issue securities at a future determined

price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be

in addition to any right to collect damages. Notwithstanding anything to the contrary contained in this Section or elsewhere in this Agreement

or any other Transaction Document, the restrictions on Variable Rate Transactions shall not apply to any Permitted Financing (as defined

in the Note) (the “Permitted Financing”), and the Company shall be permitted to enter into and consummate any such Permitted

Financing, including any issuance of securities with price-based or market-based conversion or reset features, without restriction.

p. Non-Public

Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide the Buyer or

its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information,

unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep such information

confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting transactions

in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer without such Buyer’s

consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its

Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, such material,

non- public information, provided that the Buyer shall remain subject to applicable law. To the extent that any notice provided, information

provided, or any other communications made by the Company, to the Buyer, constitutes or contains material non-public information regarding

the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant

to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement or the related transaction documents, if

the Company provides any material non-public information to the Buyer without their prior written consent, and it fails to immediately

(no later than that business day) file a Form 8-K disclosing this material non-public information, it shall pay the Buyer as partial liquidated

damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information is disclosed to the Buyer and ending

and including the day the Form 8-K disclosing this information is filed.

q. D&O

Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the Company's

(including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to any losses, claims, damages,

liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based on, or arises out of their

status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

r. No

Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the

Company shall not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Buyer is

currently, or ever has been, a broker-dealer under the Securities Exchange Act of 1934.

s. Breach

of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section 4, in

addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section

3.3 of the Note.

5. Transfer

Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates and/or

issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of the Note

and/or exercise of the Warrants, the Conversion Shares and Exercise Shares, in such amounts as specified from time to time by the Buyer

to the Company in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the

Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed

Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the

provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer

agent to the Company and the Company. Prior to registration of the Conversion Shares and/or Exercise Shares under the 1933 Act or the

date on which the Conversion Shares and/or Exercise Shares may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable

exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates

or book entry shares shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no

instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given by the Company to its transfer

agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided

in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer

agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities to be issued to the Buyer upon

conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrants as and when required by

the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or

hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on

any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or upon exercise of or

otherwise pursuant to the Warrants as and when required by the Note, Warrants, and/or this Agreement and (iv) it will provide any required

corporate resolutions and issuance approvals to its transfer agent within 6 hours of each conversion of the Note and/or exercise of the

Warrants. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof

to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company,

at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions,

to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer

is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to 144, Rule 144A, Regulation S,

or other applicable exemption, the Company shall permit the transfer, and, in the case of the Securities, promptly instruct its transfer

agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer.

The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent

and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its

obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions

of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach

and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6. Conditions

to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the First Tranche under the Note

to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto,

provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The

Buyer shall have executed the Transaction Documents and delivered the same to the Company.

The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The

representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the

Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement

to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. Conditions

to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the First Tranche under the Note, on

the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these

conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The

Company and Subsidiaries, as applicable, shall have executed the Transaction Documents and delivered the same to the Buyer.

b. The

Company shall have delivered to the Buyer the duly executed Note.

c. The

Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

d. The

representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing

Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have

performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to

be performed, satisfied or complied with by the Company at or prior to the Closing Date.

e. No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No

event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company, including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

g. Trading

in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.

h. The

Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of its

Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction,

as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly

called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated

hereby.

Governing Law; Miscellaneous.

a. Arbitration

of Claims; Governing Law; Venue. The Company and Buyer shall submit all Claims (as defined in Exhibit B of this Purchase Agreement)

(the “Claims”) arising under this Agreement or any other agreement between the Company and Buyer or their respective affiliates

(including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer or their respective

affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit B of the Purchase Agreement (the “Arbitration

Provisions”). The Company and Buyer hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on

the Company and Buyer hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents,

warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions

(or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution

of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take

a position contrary to the foregoing representations. Company acknowledges and agrees that Buyer may rely upon the foregoing representations

and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced in accordance with, and

all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal

laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of

Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

The Company and Buyer consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under this Agreement

or any other agreement between the Company and Buyer or their respective affiliates (including but not limited to the Transaction Documents)

or any Claim relating to the relationship of the Company and Buyer or their respective affiliates shall be in the State of Delaware. Without

modifying the Company’s and Buyer’s mandatory obligations to resolve disputes hereunder pursuant to the Arbitration Provisions,

for any litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically including

any governing law and venue terms) of any transfer agent services agreement or other agreement between the Company’s transfer agent

and the Company, such litigation specifically includes, without limitation any action between or involving Company and the Company’s

transfer agent under the Irrevocable Transfer Agent Instructions or otherwise related to Buyer in any way (specifically including, without

limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

transfer agent from issuing shares of Common Stock to Buyer for any reason)), each party hereto hereby (i) consents to and expressly submits

to the exclusive personal jurisdiction of any state or federal court sitting in the State of Delaware, (ii) expressly submits to the exclusive

venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation,

any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer

agent from issuing shares of Common Stock to Buyer for any reason) outside of any state or federal court sitting in the State of Delaware,

and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim,

defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or

proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed

to limit, the ability of the Buyer to realize on any collateral or any other security, or to enforce a judgment or other court ruling

in favor of the Buyer, including through a legal action in any court of competent jurisdiction. The Company hereby irrevocably waives,

and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder,

any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to based

upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL

FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED

HEREBY. The Company irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding

in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing

a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, certificate, instrument

or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and

costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall

not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of

any provision of this Agreement in any other jurisdiction.

b. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and

effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile

or email/.pdf transmission shall be deemed validly delivery thereof.

c. Construction;

Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any

person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect

the interpretation of, this Agreement.

d. Severability.

In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is

invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that

it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove

invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note,

or any other agreement, certificate, instrument or document contemplated hereby or thereby.

e. Entire

Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor

the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or

any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by the Buyer.

f. Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be

(i) personally served, (ii) deposited

in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with

charges prepaid, or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address

as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given

hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by

the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours

where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during

normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express

courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses

for such communications shall be:

If to the Company, to:

URBAN-GRO, INC.

1751 Panorama Point, Unit G

Lafayette, CO 80026

Attention: Bradley Nattrass

e-mail:

If to the Buyer:

AGILE HUDSON PARTNERS LLC

e-mail:

g. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company

shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer may assign

its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from

the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Third

Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and

assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival.

The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing

hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and

hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to

any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any

of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j. Publicity.

The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal

Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,

that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Principal Market (or other

applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although

the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with

a copy thereof and be given an opportunity to comment thereon).

k. Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l. No

Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their

mutual intent, and no rules of strict construction will be applied against any party.

m. Indemnification.

In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition

to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold

harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of

the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions

contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,

suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether

any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’

fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating

to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other

agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation

of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or

thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes

a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or

enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii)

any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,

or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by

this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make

the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

n. Remedies.

The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent

and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations

under this Agreement, the Note, the Warrants, or any other agreement, certificate, instrument or document contemplated hereby or thereby

will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, the Note,

the Warrants, or any other agreement, certificate, instrument or document contemplated hereby or thereby, that the Buyer shall be entitled,

in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction

or injunctions restraining, preventing or curing any breach of this Agreement, the Note, the Warrants, or any other agreement, certificate,

instrument or document contemplated hereby or thereby, and to enforce specifically the terms and provisions hereof and thereof, without

the necessity of showing economic loss and without any bond or other security being required.

o. Payment

Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note, pursuant to

the Warrants, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer

enforces or exercises its rights hereunder, pursuant to the Note, pursuant to the Warrants, or pursuant to any other agreement, certificate,

instrument or document contemplated hereby or thereby, and such payment or payments or the proceeds of such enforcement or exercise or

any part thereof (including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared to

be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise

restored to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation,

any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration

the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such

payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar

amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside,

recovered from, or disgorged by the Buyer, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver,

government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal

law, common law or equitable cause of action).

p. Failure

or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder are cumulative to,

and not exclusive of, any rights or remedies otherwise available.

q. Electronic

Signature. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or

in .pdf or any other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of 2000)) and

by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts

so executed and delivered shall be construed together and shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned

Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

URBAN-GRO, INC.

By:

/s/ BRADLEY NATRASS

Name:

Bradley Nattrass

Title:

CHIEF EXECUTIVE OFFICER

AGILE HUDSON PARTNERS LLC

By:

/S/

AARON GREENBLOTT

Name:

Aaron Greenblott

Title:

MANAGING MEMBER

EXHIBIT

FORM OF NOTE

[attached hereto]

A-1

Exhibit

ARBITRATION PROVISIONS

1. Dispute

Resolution. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or

relating to any of the Transaction Documents or the relationship of the parties or their affiliates shall be in the State of Delaware.

For purposes of this Exhibit B, the term “Claims” means any disputes, claims, demands, causes of action, requests

for injunctive relief, requests for specific performance, questions regarding severability of any provisions of the Transaction Documents,

liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in

the Transaction Documents and any communications between the parties related thereto, including without limitation any claims of mutual

mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure

of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate

the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. The term “Claims”

specifically excludes a dispute over the Warrant Calculations (as defined in the Warrants) and Note Calculations (as defined in the Note),

and the parties hereby acknowledge and agree that a dispute over any Warrant Calculations (as defined in the Warrants) or Note Calculations

(as defined in the Note) shall be resolved by the parties as expressly provided for in the Warrants and Note respectively. The parties

to this Agreement (the “parties”) hereby agree that the Claims may be arbitrated in one or more Arbitrations pursuant

to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties hereby agree

that the arbitration provisions set forth in this Exhibit B (“Arbitration Provisions”) are binding on each of

them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare

the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the

1934 Act or for any other reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination

or expiration of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the

Agreement.

2. Arbitration.

Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively

in the State of Delaware and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right

provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered

pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole

and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,

and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the

Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing

the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration

Award shall include Default Interest (as defined or otherwise provided for in the Note, “Default Interest”) (with respect

to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon

the Arbitration Award will be entered and enforced by any state or federal court sitting in the State of Delaware.

3. The

Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Delaware Uniform Arbitration

Act, Title 10 Chapter 57 (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding the foregoing,

pursuant to, and to the maximum extent permitted by, the Arbitration Act, in the event of conflict or variation between the terms of these

Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the parties

hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict with or vary from these

Arbitration Provisions.

4. Arbitration

Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation

of Arbitration. Pursuant to the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice

to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section 8(f) of the Agreement;

provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the

date that the Arbitration Notice is deemed physically delivered to such other party under Section 8(f) of the Agreement (the “Service

Date”). After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant to Section

8(f) of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the

remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent

with the Delaware Rules of Civil Procedure.

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4.2 Selection

and Payment of Arbitrator.

(a) Within ten (10) calendar

days after the Service Date, Buyer shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”

or qualified arbitrators by American Arbitration Association (“AAA”) (https://www.adr.org/) or other arbitration service provider

agreed upon by the parties (such three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”).

For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with AAA or other arbitration service

provider agreed upon by the parties. Within five (5) calendar days after Buyer has submitted to Company the names of the Proposed Arbitrators,

Company must select, by written notice to Buyer, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these

Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then Buyer may

select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company.

(b) If Buyer fails to

submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above, then

Company may at any time prior to Buyer so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that are designated

as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the parties by written

notice to Buyer. Buyer may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Buyer,

select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration

Provisions. If Buyer fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by

Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice

of such selection to Buyer.

chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator

may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator

declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise

unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.

(d) The date that the

Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve

as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns

or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue

the Arbitration. If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list of neutrals

and there is no successor thereto, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or

fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default

Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Delaware Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Delaware Rules

of Civil Procedure and the Delaware Rules of Evidence. More specifically, the Delaware Rules of Civil Procedure shall apply, without limitation,

to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Delaware Rules

of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is

the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of

any conflict between the Delaware Rules of Civil Procedure or the Delaware Rules of Evidence and these Arbitration Provisions, these Arbitration

Provisions shall control.

4.4 Answer

and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the

Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline,

the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such

party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5 [Intentionally

Omitted].

4.6 Discovery.

The parties agree that discovery shall be conducted as follows:

(a) Written discovery

will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written

discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.

The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these

Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i) To

facts directly connected with the transactions contemplated by the Agreement.

B-2

(ii) To

facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less

expensive than in the manner requested.

(b) No party shall be

allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including

discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions

(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by

the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated

attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition

fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice, then such party

shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must pay the party defending

the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed to be waived as set

forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’ fees are

unreasonable, such party may submit the issue to the arbitrator for a decision.

(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.

The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed

discovery requests satisfy the requirements of these Arbitration Provisions and the Delaware Rules of Civil Procedure. The receiving party

will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate

of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable

discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests,

consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’

fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay

the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond

to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect

to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery

requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs

associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be

limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests.

Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to

a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding

party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

(d) In order to allow

a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration

Provisions and the Delaware Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does

not satisfy any of the standards set forth in these Arbitration Provisions or the Delaware Rules of Civil Procedure, the arbitrator may

modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e) Each party may submit

expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement

Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of

all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including

a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has

testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid

for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for

no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in

the expert report.

4.6 Dispositive

Motions. Each party shall have the right to submit dispositive motions pursuant to the Delaware Rules of Civil Procedure (a “Dispositive

Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator and to the other

party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven (7) calendar days

of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum in opposition

to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery of the Memorandum

in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the other party

a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party shall fail to deliver

the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required above, then the

applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

B-3

4.7 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other

party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior

to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need

to know basis who each agree in writing not to disclose such information to any third party. The arbitrator is hereby authorized and directed

to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written request

of either party.

4.8 Authorization;

Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and direct the

arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings

to be efficient and expeditious. The parties hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar

days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within

ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines

for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to

the end of such 120-day period.

4.9 Relief.

The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.10 Fees

and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and

(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

5. Arbitration

Appeal.

5.1 Initiation

of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators

as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal

Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect

to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also

pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of

the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant

delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of

this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.

In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within

the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. If no party delivers an

Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described in this Paragraph

5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of the parties’

agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

B-4

5.2 Selection

and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of

the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a) Within ten (10)

calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are

designated as “neutrals” or qualified arbitrators by AAA (https://www.adr.org/) or other arbitration service provider agreed

upon by the parties (such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”).

For the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with AAA or other arbitration

service provider agreed upon by the parties, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original

Arbitrator”). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal

Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the

members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day

period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such

selection to the Appellant.

(b) If the Appellee

fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant

to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify

the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service

provider agreed upon by the parties (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may

then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written

notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing

within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the

Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written

notice of such selection to the Appellee.

Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may

select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed

Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5)

designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process

shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already

agreed to serve shall remain on the Appeal Panel.

(d) The date that

all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to

both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement

Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including

via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead

arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration

Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon

the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal

Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,

a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.

If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list of neutrals, then

the arbitrators for the Appeal Panel shall be selected under the then prevailing rules of the American Arbitration Association.

(d) Subject to Paragraph

5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal

Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct

a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions

of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious

disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery,

together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal

Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit

the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits,

and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.

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5.4 Timing.

(a) Within

seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel

copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum

to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph

(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall

fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required

above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed

regardless.

(b) Subject

to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days

of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5 Appeal

Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on

the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and

make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,

to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include

Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration

Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in the State of Delaware.

5.6 Relief.

The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper

under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may

not award exemplary or punitive damages.

5.7 Fees

and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and

the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,

for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any

part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other

expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation

in connection with the Appeal).

6. Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified

to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions

shall remain unaffected and in full force and effect.

6.2 Governing

Law. These Arbitration Provisions shall be governed by the laws of the State of Delaware without regard to the conflict of laws principles

therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver.

No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party

granting the waiver.

6.5 Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder of page intentionally left blank]

B-6

EXHIBIT

FORM OF FIRST

WARRANT

[attached hereto]

C-1

EXHIBIT

FORM OF SECOND

WARRANT

[attached hereto]

D-1

EXHIBIT

FORM OF

SECURITY AGREEMENT

[attached hereto]

E-1

EX-10.2 — SECURED PROMISSORY NOTE, DATED APRIL 7, 2026, ISSUED BY URBAN-GRO, INC. IN FAVOR OF AGILE HUDSON PARTNERS LLC

EX-10.2

Filename: ea028617001ex10-2.htm · Sequence: 3

Exhibit 10.2

NEITHER THE ISSUANCE AND SALE OF

THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED

OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT

TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY

BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: Up to $2,775,000.00

Issue Date: April 7, 2026

Purchase Price: Up to $2,525,000.00

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED,

urban-gro, Inc., a Delaware corporation (hereinafter called the “Borrower” or the “Company”), hereby promises

to pay to the order of AGILE HUDSON PARTNERS LLC, a Delaware limited liability company, or registered assigns (the “Holder”),

in the form of lawful money of the United States of America, the principal sum of up to $2,775,000.00 (the “Principal Amount”)

(subject to adjustment herein), together with a one-time interest charge on the Principal Amount hereof with respect to each Tranche (as

defined in this Note) at the rate of twelve percent (12%) (the “Interest Rate”) (up to $333,000.00 (the “Interest Charge”)),when

such amounts become due and payable, whether at maturity, upon acceleration, by prepayment, or otherwise, as further provided herein.

The consideration to the Borrower for this Note is up to $2,525,000.00 (the “Purchase Price”), and accordingly this Note shall

have an original issue discount of up to $250,000.00 (the “OID”). The Holder shall pay $2,025,000.00 of the Purchase Price

(the “First Tranche”) within a reasonable amount of time of the full execution of the Transactional Documents (as defined

in the Purchase Agreement (as defined in this Note)). Upon the Holder’s funding of the First Tranche to Borrower pursuant to the

Transaction Documents (as defined in the Purchase Agreement), the outstanding Principal Amount under this Note shall be $2,225,495.05,

consisting of the First Tranche plus the prorated portion of the OID, and the outstanding prorated portion of the Interest Charge under

this Note shall be $267,059.40. Each respective Tranche (as defined in the Purchase Agreement) (each a “Tranche”) funded by

the Holder under this Note, as further provided in the Purchase Agreement, shall consist of the portion of the Purchase Price paid with

respect to such Tranche plus the prorated portion of the OID and Interest Charge. The maturity date for each respective Tranche under

this Note shall be twelve (12) months from the date that the portion of the Purchase Price with respect to such Tranche was funded by

the Holder to the Borrower (each a “Funding Date”) in accordance with the written instructions of the Borrower (each a “Maturity

Date”), and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees

with respect to such respective Tranche shall be due and payable.

This Note may not be prepaid or repaid in whole or in part

except as otherwise explicitly set forth herein.

Any Principal

Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%)

per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).

Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

All payments due

hereunder (to the extent not converted into common stock of the Company, par value $0.001 per share (the “Common Stock”) in

accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address

as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any

amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the

next succeeding day which is a business day.

Each capitalized

term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain securities purchase agreement between

Borrower and Holder, dated as of the date of this Note (the “Issue Date”), pursuant to which this Note was originally issued

(the “Purchase Agreement”). As used in this Note, the term “business day” shall mean any day other than a Saturday,

Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain

closed. As used herein, the term “Trading Day” means any day that shares of Common Stock are listed for trading on the Principal

Market (as defined in the Purchase Agreement) (the “Principal Market”), provided, however, that if the Common Stock is not

then listed on any Principal Market, then any calendar day. “Permitted Financing” means that certain financing transaction

for the issuance by the Company of up to $4,000,000 in preferred stock as well as common stock purchase warrants to C/M Capital Master

Fund, LP or its affiliates (the “Permitted Investors”), each of which is convertible or exercisable into Common Stock, together

with any related or ancillary agreements entered into with the Permitted Investors at the closing of such Permitted Financing, including,

without limitation, any securities purchase agreement and registration rights agreement. For the avoidance of doubt, the Permitted Financing

may include price-based or market-based conversion or reset features, most favored nation provisions, beneficial ownership limitations

or similar terms and provisions (as the same may be amended, supplemented or modified from time to time). Notwithstanding anything to

the contrary herein, the Permitted Financing shall be permitted for all purposes under this Note, and no aspect of the Permitted Financing

(including, without limitation, any issuance of securities, price-based or market-based conversion or reset features, registration rights,

or related transactions) shall constitute a breach or Event of Default under this Note.

This Note is free

from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other

similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall also apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following

the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default

Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital

stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price

(as defined below) determined as provided herein (a “Conversion”), by submitting to the Borrower or Borrower’s transfer

agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of communication dispatched on the

Conversion Date (as defined in this Note) prior to 11:59 p.m., New York, New York time; provided, however, that notwithstanding

anything to the contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section

1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion,

the Holder (together with the Holder’s Affiliates (as defined in this Note), and any other Persons (as defined below) acting as

a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially

own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares

of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon

conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock

which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any

of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities

of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the

Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1,

beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934

Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible

for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above

shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For purposes

of this Section 1.1, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding

shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the

case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent

setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within

two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number

of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,

including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares

of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock

outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means an individual, a

limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and

any governmental entity or any department or agency thereof. “Affiliate” and “Affiliates” means any Person that,

directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such

terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended. The limitations contained in this paragraph

shall apply to a successor holder of this Note. The number of Conversion Shares (as defined in this Note) to be issued upon each conversion

of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect

on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),

delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with the terms of this Note; provided that the

Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice)

to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion

Date”). The term “Conversion Shares” shall mean all of the Common Stock issuable upon conversion of this Note in the

aggregate. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Amount

of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on

such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if

any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). In addition to the Beneficial Ownership Limitation

provided for in this Note, the sum of the number of shares of Common Stock that may be issued under this Note shall be limited to the

Exchange Cap (as defined in the Purchase Agreement) (the “Exchange Cap”) unless the Shareholder Approval (as defined in the

Purchase Agreement) (“Shareholder Approval”) is obtained by the Company.

1.2

Conversion Price.

(a) Calculation

of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under

this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”)

shall equal the lesser of (i) the Fixed Price (as defined in this Note) or (ii) Market Price (as defined in this Note) (subject to adjustment

for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately

decreases or increases the Common Stock as provided in this Note), subject to adjustment as provided in this Note. “Fixed Price”

shall mean $36.00 per share, subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings,

reclassification or similar transaction that proportionately decreases or increases the Common Stock. “Market Price” shall

mean 80% of the average of the three (3) lowest traded prices of the Common Stock on the Principal Market during the ten (10) Trading

Days immediately preceding the respective Conversion Date. If at any time the Conversion Price as determined hereunder for any conversion

would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal

such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where

“Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause

the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued

had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the

conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion

Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification

or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding:

(i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock

or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including

by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a

reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied

by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding

immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after

such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date

for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents” means any securities

of the Company or the Company’s Subsidiaries (as defined in this Note) which would entitle the holder thereof to acquire at any

time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any

time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “Subsidiaries”

means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,

any equity or other ownership interest.

(b) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time while this Note is

outstanding, with the prior written consent of the Holder, reduce the then applicable Conversion Price to any amount and for any period

of time deemed appropriate by the Board of Directors of the Company. For the avoidance of doubt, the Holder shall not be required to effectuate

such conversion in the event of any reduction in Conversion Price by the Company.

1.3 Authorized

and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from

its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a

number of Conversion Shares equal to the greater of: (a) 3,000,000 shares of Common Stock or (b) the sum of (i) the number of Conversion

Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at a conversion price equal

to the then applicable Conversion Price multiplied by (ii) five (5) (the “Reserved Amount”). The Borrower represents

that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges

that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion

Shares issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority

to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to electronically issue

shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be

issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of this Note.

If, at any time after

the Issue Date, the Borrower does not maintain the Reserved Amount, it will be considered an Event of Default (as defined in this Note)

under this Note.

1.4

Method of Conversion.

(a) [Intentionally

Omitted].

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal

Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of

such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical

surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima

facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note

is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower,

whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder

(upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Principal

Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions

of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented

by this Note may be less than the amount stated on the face hereof.

of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue

and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder

(or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless

and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s

account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction

of the Borrower that such tax has been paid.

(d) Delivery

of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile transmission

or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in

this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates

for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within

one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal

Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason

or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the

Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s

balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s

conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (i) the

Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the

product of (A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder

is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the

Company could have issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written

notice to the Company, may void all or any portion of such Notice of Conversion; provided that the voiding of all or any portion of a

Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such

notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the

Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance account with DTC

for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s

obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)

shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the

Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and

in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including

brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the

“Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares)

or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation

to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance account

with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number

of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion

Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.

(e) Obligation

of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s

transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding

Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect

such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of

this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other

assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s

obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares

as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder

to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any

action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or

any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the

Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection

with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of

Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

(f) Delivery

of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable

upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities

Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in Section

1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Conversion

Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit

Withdrawal Agent Commission system.

1.5 Concerning

the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are

sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished

with an opinion of counsel of Borrower or Holder to the effect that the shares to be sold or transferred may be sold or transferred pursuant

to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or

other applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower

who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an accredited investor. Subject

to the removal provisions set forth below and until such time as the Conversion Shares have been registered under the 1933 Act or otherwise

may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities

as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that has not been so included in

an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits

removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND

SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED

OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT

TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY

BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set

forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such

legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting

the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion

Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to

Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular

date that can then be immediately sold, or (b) the Company or the Holder provides an opinion of counsel to the effect that a public sale

or transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company

so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated

with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the

legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not

accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration,

such as Rule 144, Rule 144A, Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule

144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under

this Note.

1.6

Effect of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. The Borrower shall not effectuate any Fundamental Transaction (as defined in this Note) or enter into

any transaction documents for the effectuation of any Fundamental Transaction unless Borrower first obtains written consent from the Holder.

“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity

or organization. “Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries

or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving

corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties

or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more

Persons, or (iii) make, or allow one or more Persons to make, or allow the Company to be subject to or have its Common Stock be subject

to or party to one or more Persons making a purchase, tender, or exchange offer that is accepted by the holders of at least either (x)

50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common

Stock held by all Persons making or party to, or affiliated with any such Persons making or party to, such purchase, tender, or exchange

offer were not outstanding; or (z) such number of shares of Common Stock such that all Persons making or party to, or affiliated with

any Persons making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule

13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share purchase agreement

or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with

one or more Persons whereby all such Persons, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares

of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the

Persons making or party to, or affiliated with any entity making or party to, such stock purchase agreement or other business combination

were not outstanding; or (z) such number of shares of Common Stock such that the Persons become collectively the beneficial owners (as

defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or

reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, allow any Person or Persons in the aggregate to be or become the “beneficial owner” (as

defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender,

tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,

recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever,

of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50%

of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such Persons as of the Issue

Date calculated as if any shares of Common Stock held by all such Persons were not outstanding, or (z) a percentage of the aggregate ordinary

voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow

such Persons to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender their

shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries,

affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction

structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed

and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this

definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or

transaction.

(b) Adjustment

Due to Merger, Consolidation, Etc. In addition to all other rights under this Note, if, at any time when this Note is issued and outstanding,

there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of

which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter

have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu

of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would

have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without

regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the

rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment

of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as

may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effectuate

any transaction described in this Section 1.6(b) unless Borrower first obtains written consent from the Holder and the resulting successor

or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly

apply to successive consolidations, mergers, sales, transfers or share exchanges.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders

of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the

Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a

“Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record

for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the

Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common

Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Purchase

Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities

or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders

of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights,

the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable

upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on

which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the

record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e) Dilutive

Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or has

issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or

otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or

other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity

the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes or

warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then

Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”)

(it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase

price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights

per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share

that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date

of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion

Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance

of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in

the Purchase Agreement) (a “Variable Rate Transaction”)), and the holder of such convertible promissory note has the right

to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited

to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has

the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount

that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible

promissory note ever effectuated a conversion at the Base Conversion Price. The Buyer shall be entitled to obtain injunctive relief against

the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damage. In the event of an issuance

of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such

securities were issued at the initial closing.

(f) Notice

of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described

in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each respective

adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate

setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock

and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed

facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant

transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall, within one (1) calendar day after

each written request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion Price in effect at such

time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property

which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is

based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment

or readjustment. For the avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the events described

in Section 1.6 of this Note shall occur without any action by the Holder and regardless of whether the Borrower complied with the notification

provisions in Section 1.6 of this Note.

1.7 [Intentionally

Omitted].

1.8 Status

as Shareholder. Upon submission of a Notice of Conversion by the Holder, (i) the Conversion Shares covered thereby (other than the

Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved

Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as the Holder

of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of

Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the

Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if the Holder has not received certificates for all shares

of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion

of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying

the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the

Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its

records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and

remedies for the Borrower’s failure to convert this Note.

1.9 Prepayment.

At any time prior to the Maturity Date of each respective Tranche under this Note, the Borrower shall have a one-time right with respect

to each Tranche, exercisable on five (5) Trading Days prior written notice to the Holder of the Note, to prepay the Prepayable Portion

(as defined in this Note) of such Tranche in accordance with this Section 1.9 of this Note. The “Prepayable Portion” of each

Tranche shall mean 99% of the outstanding Principal Amount then due under such respective Tranche and 100% of the accrued and unpaid interest

then due under such respective Tranche under this Note. Any notice of prepayment hereunder (each an “Optional Prepayment Notice”)

shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right

to prepay the Prepayable Portion of the respective Tranche of this Note, and (2) the date of the respective prepayment, which shall be

five (5) Trading Days from the date of the respective Optional Prepayment Notice (each an “Optional Prepayment Date”). In

addition to all other rights under this Note, the Holder shall have the right, during the period beginning on the date of Holder’s

receipt of the respective Optional Prepayment Notice and until the Holder’s actual receipt of the full prepayment amount for such

Tranche as provided in this Section 1.9 on the respective Optional Prepayment Date, to instead convert all or any portion of the Prepayable

Portion of such Tranche pursuant to the terms of this Note. On the respective Optional Prepayment Date, the Borrower shall pay to the

Holder an amount in cash equal to the prepayment percentage set forth in the table immediately following this paragraph for the applicable

prepayment period set forth in the table immediately following this paragraph (“Prepayment Percentage”) multiplied by the

Prepayable Portion then outstanding of the respective Tranche plus (y) $750.00 to reimburse Holder for administrative fees.

Prepayment

Period

Prepayment Percentage

1. For each Tranche, the period beginning on the date that the Holder funded the respective portion of the Purchase Price under the respective Tranche and ending sixty (60) calendar days thereafter.

110 %

2. For each Tranche, the period beginning on the date that is sixty-one (61) calendar days after the date that the Holder funded the respective portion of the Purchase Price under the respective Tranche and ending one hundred twenty (120) calendar days thereafter.

118 %

3. For each Tranche, the period beginning on the date that is one hundred twenty-one (121) calendar days after the date that the Holder funded the respective portion of the Purchase Price under the respective Tranche and ending one hundred eighty (180) calendar days thereafter.

125 %

If the Borrower delivers an Optional

Prepayment Notice with respect to any Tranche and fails to pay the applicable Prepayable Portion of such Tranche due to the Holder of

the Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of this Note pursuant to

this Section 1.9.

1.10 Repayment

from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under this Note, the Company or

any of the Company’s Subsidiaries receives cash proceeds from any source or series of related or unrelated sources on or after the

Issue Date, including but not limited to, from payments from customers, the issuance of equity or debt, the incurrence of Indebtedness

(as defined in this Note), a merchant cash advance, sale of receivables or similar transaction, the conversion of outstanding warrants

of the Company or any of the Company’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined

in this Note) of the Company or the sale of assets (including but not limited to real property) by the Company or any of the Company’s

Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’ receipt of such proceeds, inform

the Holder of or publicly disclose such receipt, following which the Holder shall have the right in its sole discretion to require the

Company or the Subsidiaries to immediately apply up to 50% of such proceeds to repay all or any portion of the outstanding Principal Amount

and interest (including any Default Interest) then due under this Note. Failure of the Company to comply with this provision shall constitute

an Event of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company

and an investor or underwriter whereby the Company has the right to “put” its Common Stock to the investor or underwriter

over an agreed period of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration

statement of the Company for the investor’s or underwriter’s resale).

ARTICLE II. RANKING AND CERTAIN

COVENANTS

2.1 Ranking

and Security. This Note shall be a secured obligation of the Borrower, with priority over all existing and future Indebtedness of

the Borrower, as provided in that certain security agreement entered into between the Borrower and the Holder on the Issue Date (the “Security

Agreement”), except with respect to the Senior Secured Debt (as defined in this Note) which shall be senior to this Note. In addition

to all obligations under the Security Agreement, and so long as the Borrower shall have any obligation under this Note, neither the Borrower

nor any of the Borrower’s Subsidiaries shall (directly or indirectly) incur or suffer to exist or guarantee any Indebtedness that

is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder, except with respect

to the Senior Secured Debt which shall be senior to this Note. “Senior Secured Debt” shall mean that certain loan in the original

principal amount of $2,000,000 issued by the Company to Grow Hill, LLC on October 1, 2024. “Indebtedness” shall mean all indebtedness,

including but not limited to (a) all indebtedness of the Borrower or Subsidiaries for the deferred purchase price of property or services,

including any type of letters of credit, (b) all liabilities, obligations and indebtedness for borrowed money including, but not limited

to, all obligations of the Borrower or Subsidiaries evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money

indebtedness hereafter incurred by the Borrower or Subsidiaries to finance the purchase of fixed or capital assets, including all capital

lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guaranties, endorsements and other

contingent obligations in respect of indebtedness of Borrower, Subsidiaries or others, whether or not the same are or should be reflected

in the Borrower’s or Subsidiaries’ consolidated balance sheet (or the notes thereto), (e) all guarantee obligations of the

Borrower or Subsidiaries in respect of obligations of the kind referred to in clauses (a) through (d) above that the Borrower or Subsidiaries

would not be permitted to incur or enter into, and (f) all obligations of the kind referred to in clauses (a) through (e) above that the

Borrower or Subsidiaries is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such

obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property (including

accounts and contract rights) owned by the Borrower or Subsidiaries, whether or not the Borrower or Subsidiaries has assumed or become

liable for the payment of such obligation.

2.2 Distributions

on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s

written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other

securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common

Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except

for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested

directors.

2.3 Restriction

on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower shall not

without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other

securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants,

rights or options to purchase or acquire any such shares.

2.4 Sale

of Assets. So long as the Borrower shall have any obligation under this Note, neither the Borrower nor any of the Borrower’s

Subsidiaries shall, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets

outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified

use of the proceeds of disposition.

2.5 Preservation

of Business and Existence, etc. Beginning on the Issue Date and continuing for so long as the Borrower shall have any obligation under

this Note, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business; (b) sell, divest,

change the structure of any material assets other than in the ordinary course of business; (c) enter into a Variable Rate Transaction;

or (d) enter into any Prohibited Transaction (as defined in this Note). “Prohibited Transaction” shall mean any merchant cash

advance transaction, sale of receivables transaction, or any other similar transaction. In addition, so long as the Borrower shall have

any obligation under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,

its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have

no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties

owned or leased by it or in which the transaction of its business makes such qualification necessary. For the avoidance of doubt, no Permitted

Financing shall be deemed a Variable Rate Transaction for purposes of this Note, and no Permitted Financing shall constitute a breach

or Event of Default hereunder.

2.6 Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation or Bylaws,

or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,

or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all

times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

2.7 Lost,

Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company

in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver

to the Holder a new Note.

2.8 Penny

Stock. Notwithstanding anything to the contrary in this Note, upon the first occurrence of the Common Stock being deemed to be a “penny

stock” as defined in SEC Rule 240.3a51-1 on or after the Issue Date, this Note shall no longer be convertible into Common Stock

under any circumstances.

ARTICLE III. EVENTS OF DEFAULT

It shall be considered an event of default

if any of the following events listed in this Article III (each, an “Event of Default”) shall occur on or after the Issue

Date:

3.1 Failure

to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due, or with respect

to payment of interest fails to pay within five (5) business days after such amount becomes due, on this Note, whether at maturity, upon

acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note within five (5) business days after written notice.

3.2 Conversion

and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will

not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of

this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate

for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,

(iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or delays, impairs,

and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion

Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove

(or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend

(or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon

conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat

that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written

announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder

shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its transfer agent (including but

not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note, if a conversion of this Note

is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder

advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be added to the

principal balance of the Note.

3.3 Breach

of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase Agreement,

Security Agreement, this Note, Warrants (as defined in the Purchase Agreement) (the “Warrants”) irrevocable transfer agent

reserve letter entered into by the Borrower, Borrower’s transfer agent, and Holder on or around the Issue Date in connection with

this Note (the “Irrevocable Transfer Agent Instructions”), or in any agreement, statement or certificate given in writing

pursuant hereto or in connection herewith or therewith.

3.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, Security Agreement,

this Note, Warrants, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant

hereto or in connection herewith or therewith shall be false or misleading in any material respect when made.

3.5 Receiver

or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or

consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or

trustee shall otherwise be appointed.

3.6 Judgments.

Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of

its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days

unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any

bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.8 Failure

to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements of

the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

3.9 Liquidation.

Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such

debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Maintenance

of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets

which are necessary to conduct its business (whether now or in the future).

3.12 Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from

two years prior to the Issue Date of this Note and until this Note is no longer outstanding.

3.13 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to

the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions (as defined in the Purchase Agreement)

(the “Irrevocable Transfer Agent Instructions”) in a form as initially delivered to Holder on or around the Issue Date (including

but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer

agent to Borrower and the Borrower.

3.14 Cross-Default.

The declaration of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements or

other instruments of the Company evidencing any Indebtedness of the Company (including those filed as exhibits to or described in the

Company’s filings with the SEC) greater than $250,000, after the passage of all applicable notice and cure or grace periods.

3.15 Variable

Rate and Prohibited Transactions. The Borrower consummates a Variable Rate Transaction or Prohibited Transaction at any time on or

after the Issue Date. Notwithstanding anything to the contrary contained in this Note, the consummation of any Permitted Financing shall

not constitute a breach of this Note or an Event of Default hereunder.

3.16 Inside

Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual

transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information

concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form

8-K pursuant to Regulation FD on that same date.

3.17 Unavailability

of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder is unable to (i)

obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage

firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any

portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon deposit

such shares into the Holder’s brokerage account.

3.18 Delisting,

Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock

(i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be listed on a Principal Market.

3.19 Market

Capitalization. The Borrower fails to maintain a market capitalization of at least $1,000,000 on any Trading Day, which shall be calculated

by multiplying (i) the closing price of the Borrower’s Common Stock on the Trading Day immediately preceding the respective date

of calculation by (ii) the total shares of the Borrower’s Common Stock issued and outstanding on the Trading Day immediately preceding

the respective date of calculation.

3.20 Penny

Stock. If, at any time on or after the Issue Date, the Common Stock becomes a “penny stock” as defined in SEC Rule 240.3a51-1

on or after the Issue Date.

3.21 Shareholder

Approval. The Company fails to (i) use commercially reasonable efforts to obtain the Shareholder Approval and (ii) cause such Shareholder

Approval to become effective pursuant to the rules promulgated under the Securities Exchange Act of 1934, as amended, within ninety (90)

calendar days after the Issue Date; provided, however, that such ninety (90)-day period shall be automatically extended by an additional

thirty (30) calendar days if the Company is actively pursuing such Shareholder Approval and such failure is due to SEC review, Nasdaq

requirements, or other regulatory processes outside the Company’s reasonable control.

3.22 Registration

Statement Failures. The Borrower fails to (i) file a registration statement (the “Registration Statement”) covering the

Holder’s resale at prevailing market prices (and not fixed prices) of all of the Conversion Shares under this Note (ignoring any

beneficial ownership limitations in this Note) and all of the Exercise Shares (as defined in the Purchase Agreement) (the “Exercise

Share”) under the Warrants within forty-five (45) calendar days following the Issue Date, (ii) cause the Registration Statement

to become effective within ninety (90) calendar days following the Issue Date, (iii) cause the Registration Statement to remain effective

until the Holder no longer owns the Note, any Conversion Shares, Warrants, or any Exercise Shares, or (iv) immediately amend the Registration

Statement or file a new Registration Statement (and cause such Registration Statement to become effective as soon as possible) covering

Holder’s resale at prevailing market prices (and not fixed prices) of all remaining Conversion Shares under the Note (ignoring all

beneficial ownership limitations in this Note) and Exercise Shares under the Warrants (ignoring all beneficial ownership limitations in

the Warrants) each time that there are insufficient shares registered under all prior Registration Statements to cover all of the Conversion

Shares (ignoring all beneficial ownership limitations in this Note) and Exercise Shares (ignoring all beneficial ownership limitations

in the Warrants).

3.23 Rights

and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall

become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount

equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment

multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and

expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower. Holder may,

in Holder’s sole discretion, convert all or any portion of this Note (including the Default Amount) into Common Stock pursuant to

the terms of this Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date). The Holder

shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

4.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative to,

and not exclusive of, any rights or remedies otherwise available.

4.2 Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt

requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,

telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently

by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand

delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address

or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first

business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be

received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such

address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

urban-gro, Inc.

1751 Panorama Point, Unit G

Lafayette, CO 80026

Email:

Attn: Bradley Nattrass

If to the Holder:

AGILE HUDSON PARTNERS LLC

e-mail:

4.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”

and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended

or supplemented, then as so amended or supplemented.

4.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors

and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written consent of the Holder.

The Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private

transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent

of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona

fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that

following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may

be less than the amount stated on the face hereof.

4.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including

reasonable attorneys’ fees.

4.6 Arbitration

of Claims; Governing Law; Venue; Attorney’s Fees. The Company and Holder shall submit all Claims (as defined in Exhibit B of

the Purchase Agreement) (the “Claims”) arising under this Note or any other agreement between the parties and their affiliates

or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit

B of the Purchase Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge and agree that the Arbitration

Provisions are unconditionally binding on the Company and Holder hereto and are severable from all other provisions of this Note. By executing

this Note, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal

counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the

expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions,

and that Company will not take a position contrary to the foregoing representations. The Company acknowledges and agrees that Holder may

rely upon the foregoing representations and covenants of the Company regarding the Arbitration Provisions. This Note shall be construed

and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note

shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision

or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Delaware. The Company and Holder consent to and expressly agree that the exclusive venue for arbitration of any

Claims arising under this Note or any other agreement between the Company and Holder or their respective affiliates (including but not

limited to the Transaction Documents or any Claim relating to the relationship of the Company and Holder or their respective affiliates

shall be in the State of Delaware. Without modifying the Company’s and Holder’s obligations to resolve disputes hereunder

pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding

the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between

the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action between or involving

Company and the Company’s transfer agent or otherwise related to Holder in any way (specifically including, without limitation,

any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer

agent from issuing shares of Common Stock to Holder for any reason)), each party hereto hereby (i) consents to and expressly submits to

the exclusive personal jurisdiction of any state or federal court sitting in the State of Delaware, (ii) expressly submits to the exclusive

venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation,

any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer

agent from issuing shares of Common Stock to Holder for any reason) outside of any state or federal court sitting in the State of Delaware,

and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim,

defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or

proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall limit, or shall be deemed

or construed to limit, the ability of the Holder to realize on any collateral or any other security, or to enforce a judgment or other

court ruling in favor of the Holder, including through a legal action in any court of competent jurisdiction, or (ii) shall limit, or

shall be deemed or construed to limit, any provision of Section 4.15 of this Note. The Company hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim that

it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding is brought in an

inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to based upon forum

non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION

OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably

waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note

or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or

certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect for notices to it under this Note

and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall

be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute

brought in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby shall

be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Note shall be invalid

or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder

of this Note in that jurisdiction or the validity or enforceability of any provision of this Note in any other jurisdiction.

4.7 Certain

Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or

the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower

and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine

and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder

in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion

of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that

such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment

without the opportunity to convert this Note into shares of Common Stock.

4.8 Transaction

Documents. The Company and the Holder shall be bound by the applicable terms of the Transaction Documents entered into in connection

herewith and therewith.

4.9 Notice

of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock

unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification

of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the

event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive

payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,

consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other

right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed

liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior

to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier),

of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief

statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The

Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with

the notification to the Holder in accordance with the terms of this Section 4.9.

4.10 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce

specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being

required.

4.11 Construction;

Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against any

person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation

of, this Note.

4.12 Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under

this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability

of the Company under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum

lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any

rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the nature

of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official governmental

action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this

Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,

interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such

excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner

of handling such excess to be at the Holder’s election.

4.13 Severability.

In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including any judicial

ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the

validity or enforceability of any other provision of this Note.

4.14 Terms

of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries of any security,

or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably believes is more

favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was

not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit of such more

favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such additional or

more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii)

such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower

complied with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable

to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, conversion price, and

original issue discounts.

4.15 Dispute

Resolution.

(a) In

the case of a dispute relating to the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Issue Date, Closing

Date, Maturity Date, the closing bid price, or fair market value (as the case may be) (including, without limitation, a dispute relating

to the determination of any of the foregoing) (the “Note Calculations”), the Company or the Holder (as the case may be) shall

submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the

circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise

to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days

following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case

may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside

accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent

Third Party.

(b) The

Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in

accordance with the first sentence of this Section 4.15(a) and (B) written documentation supporting its position with respect to such

dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the

Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood

and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission

Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives

its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute

and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such

Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder

or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any

written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute

Documentation.

Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and

the Holder of such resolution no later than five (5) business days immediately following the Dispute Submission Deadline. The fees and

expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of

such dispute shall be final and binding upon all parties absent manifest error.

(d) The

Company expressly acknowledges and agrees that (i) this Section 4.15 constitutes an agreement to arbitrate between the Company and the

Holder (and constitutes an arbitration agreement) under the rules then in effect under the Delaware Rules of Civil Procedure (“DRCP”)

and that the Holder is authorized to apply for an order to compel arbitration pursuant to the DRCP in order to compel compliance with

this Section 4.15, (ii) a dispute relating to the Note Calculations includes, without limitation, disputes as to (A) whether an issuance

or sale or deemed issuance or sale of Common Stock occurred under Section 1.6 of this Note, (B) the consideration per share at which an

issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was

an issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument, security or the like constitutes a Common Stock

Equivalent and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note and each other applicable Transaction Document shall

serve as the basis for the selected Independent Third Party’s resolution of the applicable dispute, such Independent Third Party

shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such Independent Third Party

determines are required to be made by such Independent Third Party in connection with its resolution of such dispute (including, without

limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 1.6 of this

Note, (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale

or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument, security

or the like constitutes a Common Stock Equivalent and (E) whether a Dilutive Issuance occurred) and in resolving such dispute such Independent

Third Party shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents,

and (iv) nothing in this Section 4.15 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including,

without limitation, with respect to any matters described in this Section 4.15).

[signature page follows]

IN WITNESS WHEREOF, Borrower

has caused this Note to be signed in its name by its duly authorized officer on April 7, 2026.

urban-gro, Inc.

By:

/S/ BRADLEY NATRASS

Name:

Bradley Nattrass

Title:

Chief Executive Officer

EXHIBIT A -- NOTICE OF CONVERSION

The undersigned

hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued

pursuant to the conversion of the Note (“Common Stock”) as set forth below, of urban-gro, Inc., a Delaware corporation

(the “Borrower”), according to the conditions of the secured promissory note of the Borrower dated as of April 7, 2026 (the

“Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes,

if any.

Box Checked as to applicable instructions:

☐

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Date of Conversion:

__________________

Applicable Conversion Price:

Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note:

_______________

Amount of Principal Balance Due remaining Under the Note after this conversion:

_______________

By:

Name:

Title:

Date:

EX-10.3 — COMMON STOCK PURCHASE WARRANT, DATED APRIL 7, 2026, ISSUED BY URBAN-GRO, INC. IN FAVOR OF AGILE HUDSON PARTNERS LLC

EX-10.3

Filename: ea028617001ex10-3.htm · Sequence: 4

Exhibit 10.3

NEITHER THIS SECURITY NOR THE SECURITIES

AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE

SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED

BY SUCH SECURITIES.

COMMON STOCK

PURCHASE WARRANT

URBAN-GRO, INC.

Warrant Shares: 154,166

Date of Issuance: April 7, 2026 (“Issuance

Date”)

This COMMON STOCK

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Agile Hudson Partners LLC, a Delaware limited

liability company (including any permitted and registered 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 the date of issuance hereof, to purchase

from URBAN-GRO, INC., a Delaware corporation (the “Company”), 154,166 shares of Common Stock (the “Warrant

Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the

Exercise Price per share then in effect. This Warrant is issued by the Company to the Holder pursuant to the securities purchase agreement

entered into on or around the Issuance Date by and among the Company and the Holder (the “Purchase Agreement”), in

connection with the funding of the First Tranche (as defined in the Note (as defined in this Warrant)) under the Note.

Capitalized terms

used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant

or in Section 16 below. For purposes of this Warrant, the term “Exercise Price” shall mean $18.00, subject to adjustment as

provided herein (including but not limited to cashless exercise). “Exercise Period” shall mean the period commencing on the

Issuance Date and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after the Issuance Date. Notwithstanding

anything to the contrary in this Warrant, upon the first occurrence of the Common Stock being deemed to be a “penny stock”

as defined in SEC Rule 240.3a51-1 on or after the Issuance Date (the “Trigger Date”), this Warrant shall no longer be exercisable

into Common Stock as of the Trigger Date, and Company shall pay the Black Scholes Value of this Warrant in cash to the Holder on the Trigger

Date.

1. EXERCISE OF WARRANT.

(a) Mechanics

of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part

at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the

“Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver

the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of

the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable

hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant

Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s

transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied

by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”

and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately

available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct

its transfer agent to) issue and deliver by overnight courier to the address as specified in the Exercise Notice, a certificate, registered

in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the

Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder).

Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record

of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates

evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented

by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company

shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant

(in accordance with Section 7) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise

under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

If the Company fails

to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date,

then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies

at law, under this Warrant, or otherwise, and such failure shall also be deemed an Event of Default (as defined in the Note) (an “Event

of Default”) under the Note, a material breach under this Warrant, and a material breach under the Purchase Agreement.

If the Market Price

of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to a cashless

exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof

remaining unexercised) by delivery of an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed

using the following formula:

X = Y (A-B)

Where X =

the number of Shares to be issued to Holder.

Y =

the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

A =

the Market Price (at the date of such calculation).

B =

Exercise Price (as adjusted to the date of such calculation).

(b) No

Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant

hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining

whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance

of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction

a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

Exercise Limitations; Exchange Cap. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise

of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to

the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together

with the Holder’s Affiliates), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates

(such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined

below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution

Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination

is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised

portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion

of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock

Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the

Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c),

beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance

therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)

of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number

of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s

most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company

or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common

Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing

to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall

be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or

its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial

Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation

hereunder. In addition to the beneficial ownership limitations provided in this Warrant, the sum of the number of shares of Common Stock

that may be issued under this Warrant shall be limited to the Exchange Cap (as defined in the Purchase Agreement) unless the Shareholder

Approval (as defined in the Purchase Agreement) is obtained by the Company. The limitations contained in this paragraph shall apply to

a successor holder of this Warrant.

(d) Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Company’s transfer agent to deliver to the Holder the Warrant Shares in accordance with the provisions

of this Warrant (including but not limited to Section 1(a) above pursuant to an exercise on or before the respective Warrant Share Delivery

Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s

brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which

the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within

one (1) Business Day of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage

commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the

Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving

rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent

number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to

the Holder within one (1) Business Day of Holder’s request the number of shares of Common Stock that would have been issued had

the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases, or effectuates

a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted

exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of

the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written

notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount

of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity

including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to

timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

2. ADJUSTMENTS.

The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as

set forth in this Section 2.

(a) Stock

Dividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any time

on or after the Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise

makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock

dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares

or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock

into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall

be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of

shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become

effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and

any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such

subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price

is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.

(b) Adjustment

Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company grants, issues or sells (or enters

into any agreement to grant, issue or sell), or in accordance with this Section 2 is deemed to have granted, issued or sold, any

shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) for

a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior

to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the

“Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the

Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including,

without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall

be applicable:

(i) Issuance

of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options

and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon

conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the

terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued

and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement to grant, issue or sell,

as applicable) of such Option for such price per share. For purposes of this Section 2(b)(i), the “lowest price per share for

which one share of Common Stock is at any time issuable upon the exercise of any such Options or upon conversion, exercise or exchange

of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal

to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to

any one share of Common Stock upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable)

of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise

of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share

of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or

upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to

the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting,

issuance or sale (or the agreement to grant, issue or sell, as applicable) of such Option, upon exercise of such Option and upon conversion,

exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus

the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person).

Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common

Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance

of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

(ii) Issuance

of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible

Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or

exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be

deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution

of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 2(b)(ii),

the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange

thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration

(if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the

agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security

or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share

of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof

or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security

(or any other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the

value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other

Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares

of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if

any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has

been or is to be made pursuant to other provisions of this Section 2(b), except as contemplated below, no further adjustment of the

Exercise Price shall be made by reason of such issuance or sale.

(iii) Change

in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,

if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities

are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional

changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 2(a)), the Exercise Price

in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time

had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased

or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(b)(iii),

if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding

as of the Issuance Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or

Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have

been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(b) shall be made if such adjustment

would result in an increase of the Exercise Price then in effect.

(iv) Calculation

of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance

or sale or deemed issuance or sale of any other securities of the Company (as determined jointly by the Holder and the Company), the “Primary

Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together

comprising one integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or sales of securities

of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other

and/or (C) are consummated under the same plan of financing) the aggregate consideration per share of Common Stock with respect to such

Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was

issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such integrated transaction solely

with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration

Value of each such Option, if any, (II) the fair market value (as reasonably determined jointly by the Holder and the Company in good

faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as

reasonably determined jointly by the Holder and the Company) of such Convertible Security, if any, in each case, as determined on a per

share basis in accordance with this Section 2(b)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or sold

or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration

paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration

Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or

Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company

(for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose

of the calculation of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration

consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be

the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.

If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with

any merger in which the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration

paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration

Value) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable

to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than

cash or publicly traded securities will be reasonably determined jointly by the Company and the Holder. If such parties are unable to

reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair

value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation

Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall

be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(v) Record

Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive

a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for

or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance

or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other

distribution or the date of the granting of such right of subscription or purchase (as the case may be).

Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition to and not in limitation

of the other provisions of this Section 2, if the Company in any manner issues or sells or enters into any agreement to issue or

sell, any Common Stock, Options or Convertible Securities (any such securities, “Variable Price Securities”) after the Issuance

Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price

which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price,

but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends

and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”),

the Company shall provide written notice thereof via electronic mail and overnight courier to the Holder on the date of such agreement

and the issuance of such Common Stock, Convertible Securities or Options. From and after the date the Company enters into such agreement

or issues any such Variable Price Securities, the Holder shall have the right, but not the obligation, in its sole discretion to substitute

the Variable Price, as calculated pursuant to the agreements governing such Variable Price Securities, for the Exercise Price upon exercise

of this Warrant by designating in the Exercise Notice delivered upon any exercise of this Warrant that solely for purposes of such exercise

the Holder is relying on the Variable Price rather than the Exercise Price then in effect. The Holder’s election to rely on a Variable

Price for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable Price for any future exercises of

this Warrant. Notwithstanding anything to the contrary contained herein, the issuance of securities pursuant to the Permitted Financing

(as defined in the Note) shall not result in any adjustment to the Exercise Price, number of Warrant Shares or any other terms of this

Warrant, nor shall such transactions trigger any most favored nation or similar provisions herein.

(d) Stock

Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any stock split, stock

dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination

Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than the Exercise

Price then in effect (after giving effect to the adjustment in clause 2(a) above), then on the sixteenth (16th) Trading Day immediately

following such Stock Combination Event, the Exercise Price then in effect on such sixteenth (16th) Trading Day (after giving effect to

the adjustment in clause 2(a) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt,

if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Exercise Price hereunder, no adjustment

shall be made.

(e) Other

Events. In the event that the Company (or any Subsidiary (as defined in the Purchase Agreement)) shall take any action to which the

provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from actual dilution or if any

event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including,

without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s

board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant

Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(e) will

increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further

that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the

Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized

standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and

expenses shall be borne by the Company.

(f) Calculations.

All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,

as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the

account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Stock

(g) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term of

this Warrant, with the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of

time deemed appropriate by the board of directors of the Company.

(h) Number

of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2, the number of Warrant

Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment

the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price

in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein). For the avoidance of

doubt, the aggregate Exercise Price payable prior to such adjustment is calculated as follows: the total number of Warrant Shares issuable

upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied

by the Exercise Price in effect immediately prior to such adjustment. By way of example, if E is the total number of Warrant Shares issuable

upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation), F is the Exercise

Price in effect immediately prior to such adjustment, and G is the Exercise Price in effect immediately after such adjustment, the adjustment

to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such adjustment = the

number obtained from dividing [E x F] by G.

(i) Notice.

In addition to all other notice(s) required under this Section 2, the Company shall also notify the Holder in writing, no later than the

Trading Day following any adjustment to the Warrant under this Section 2, indicating therein the occurrence of such applicable exercise

price and warrant share adjustment (such notice the “Adjustment Notice”). For purposes of clarification, regardless of whether

(i) the Company provides an Adjustment Notice pursuant to this Section 2 or (ii) the Holder accurately refers to the number of Warrant

Shares or Exercise Price in the Exercise Notice, the Holder is entitled to receive the adjustments to the number of Warrant Shares and

Exercise Price at all times on and after the date of such adjustment event.

3. RIGHTS

UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above or Section 4(a) below, if the Company shall

declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,

by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property,

options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme

of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in

each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated

therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard

to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately

before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders

of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that

the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to the extent of the Beneficial

Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution

(and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit

of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties

exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such Distribution (and any Distributions

declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there

had been no such limitation).

4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a) Purchase

Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells any Options,

Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class

of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock

acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the

Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the

Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such

Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance

for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution

Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase

Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same

extent as if there had been no such limitation).

(b) Fundamental

Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing

all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Purchase Agreement) in

accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Holder

and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for this Warrant

a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including,

without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock

acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such

Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking

into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of

capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the

economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental

Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental

Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead

to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company

under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company

herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall

be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares

of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a)

above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental

Transaction, such shares of publicly traded common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which

the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised

immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted

in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(c) hereof, the Holder

may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental

Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the

consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or

other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate

provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation

of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities,

cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable

thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash,

assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been

entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to

the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) (the “Corporate Event

Consideration”). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the

Holder.

Scholes Value.

(i) Change

of Control Redemption. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered

at any time commencing on the earliest to occur of (A) the public disclosure of any Change of Control, (B) the consummation of any Change

of Control and (C) the Holder first becoming aware of any Change of Control through the date that is ninety (90) days after the public

disclosure of the consummation of such Change of Control by the Company pursuant to a Report on Form 8-K or Report of Foreign Issuer on

Form 6-K filed with the SEC, the Company or the Successor Entity (as the case may be) shall exchange this Warrant for consideration equal

to the Black Scholes Value of such portion of this Warrant subject to exchange (collectively, the “Aggregate Black Scholes Value”)

in the form of, at the Holder’s election (such election to pay in cash or by delivery of the Rights (as defined below), a “Consideration

Election”), either (I) rights (with a beneficial ownership limitation in the form of Section 1(c) hereof, mutatis mutandis)

(collectively, the “Rights”), convertible in whole, or in part, at any time, without the requirement to pay any additional

consideration, at the option of the Holder, into such Corporate Event Consideration applicable to such Change of Control equal in value

to the Aggregate Black Scholes Value (as determined in accordance with Section 2(b)(iv) above, but with the aggregate number of Successor

Shares (as defined below) issuable upon conversion of the Rights to be determined in increments of 10% (or such greater percentage as

the Holder may notify the Company from time to time) of the portion of the Aggregate Black Scholes Value attributable to such Successor

Shares (the “Successor Share Value Increment”), with the aggregate number of Successor Shares issuable upon exercise of the

Rights with respect to the first Successor Share Value Increment determined based on 70% of the Closing Bid Price of the Successor Shares

on the date the Rights are issued and on each of the nine (9) subsequent Trading Days, in each case, the aggregate number of additional

Successor Shares issuable upon exercise of the Rights shall be determined based upon a Successor Share Value Increment at 70% of the Closing

Bid Price of the Successor Shares in effect for such corresponding Trading Day (such ten (10) Trading Day period commencing on, and including,

the date the Rights are issued, the “Rights Measuring Period”)), or (II) in cash; provided, that the Company shall not consummate

a Change of Control if the Corporate Event Consideration includes share capital or other equity interest (the “Successor Shares”)

either in an entity that is not listed on an Eligible Market or an entity in which the daily share volume for the applicable Successor

Shares for each of the twenty (20) Trading Days prior to the date of consummation of such Change of Control is less than the aggregate

number of Successor Shares issuable to the Holder upon conversion in full of the applicable Rights (without regard to any limitations

on conversion therein, assuming the exercise in full of the Rights on the date of issuance of the Rights and assuming the Closing Bid

Price of the Successor Shares for each Trading Day in the Rights Measuring Period is the Closing Bid Price on the Trading Day ended immediately

prior to the time of consummation of the Change of Control). The Company shall give the Holder written notice of each Consideration Election

at least twenty (20) Trading Days prior to the time of consummation of such Change of Control. Payment of such amounts or delivery of

the Rights, as applicable, shall be made by the Company (or at the Company’s direction) to the Holder on or prior to the later of

(x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation of such Change of Control (or, with respect

to any Right, if applicable, such later time that holders of Common Stock are initially entitled to receive Corporate Event Consideration

with respect to the Common Stock of such holder). Any Corporate Event Consideration included in the Right, if any, pursuant to this Section

4(c)(i) is pari passu with the Corporate Event Consideration to be paid to holders of Common Stock and the Company shall not permit

a payment of any Corporate Event Consideration to the holders of Common Stock without on or prior to such time delivering the Right to

the Holder hereunder.

(ii) Event

of Default Redemption. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered

at any time after the occurrence of an Event of Default (as defined in the Note) under the Note, the Company or the Successor Entity (as

the case may be) shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal

to the Event of Default Black Scholes Value.

(d) Application.

The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and

shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on

the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Beneficial Ownership Limitation,

applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this

Warrant (or any such other warrant)).

5. NON-CIRCUMVENTION.

The Company covenants and agrees that it will not, by amendment of its articles of incorporation, bylaws or through any reorganization,

transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out

all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality

of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this

Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the

Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii)

shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, five (5) times the number

of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this

Warrant (without regard to any limitations on exercise).

6. WARRANT

HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder

of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,

nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant,

any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any

reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings,

receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled

to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities

on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such

liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide

the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously

with the giving thereof to the stockholders.

7. REISSUANCE.

(a) Lost,

Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity

or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new

Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b) Issuance

of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall

be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as

the Issuance Date.

8. TRANSFER.

This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its

successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder

may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of

the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void

if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations

inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without

the need to obtain the Company’s consent thereto.

9. NOTICES.

Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance

with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately

upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20

days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the

shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible

into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or

(C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that

such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

10. DISCLOSURE.

Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this

Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public

information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business

Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form

8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company

or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt

of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the

Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the

notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this

Section 10 shall limit any obligations of the Company, or any rights of the Holder, under the Purchase Agreement.

11. ABSENCE

OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company

and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement and subject to compliance with any applicable securities laws, the Company acknowledges that the Holder

may freely trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with

such trading activity, and may disclose any such information to any third party.

12. AMENDMENT

AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively

or prospectively) only with the signed written consent of the Company and the Holder.

13. ARBITRATION

OF CLAIMS; GOVERNING LAW; AND VENUE. The Company and Holder shall submit all Claims (as defined in Exhibit B of the Purchase Agreement)

(the “Claims”) arising under this Warrant or any other agreement between the parties and their affiliates or any Claim relating

to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit B of the Purchase

Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge and agree that the Arbitration Provisions

are unconditionally binding on the Company and Holder hereto and are severable from all other provisions of this Warrant. By executing

this Warrant, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with

legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow

for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration

Provisions, and that Company will not take a position contrary to the foregoing representations. The Company acknowledges and agrees that

Holder may rely upon the foregoing representations and covenants of the Company regarding the Arbitration Provisions. This Warrant shall

be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance

of this Warrant shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict

of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any

jurisdictions other than the State of Nevada. The Company and Holder consent to and expressly agree that the exclusive venue for arbitration

of any Claims arising under this Warrant or any other agreement between the Company and Holder or their respective affiliates (including

but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Holder or their respective

affiliates shall be in the State of Delaware. Without modifying the Company’s and Holder’s obligations to resolve disputes

hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and

notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other

agreement between the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action

between or involving Company and the Company’s transfer agent under the Transfer Agent Instruction Letter (as defined in the Purchase

Agreement) or otherwise related to Holder in any way (specifically including, without limitation, any action where Company seeks to obtain

an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock

to Holder for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any

state or federal court sitting in the State of Delaware, (ii) expressly submits to the exclusive venue of any such court for the purposes

hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks to obtain

an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock

to Holder for any reason) outside of any state or federal court sitting in the State of Delaware, and (iv) waives any claim of improper

venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of

any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding

anything in the foregoing to the contrary, nothing herein (i) shall limit, or shall be deemed or construed to limit, the ability of the

Holder to realize on any collateral or any other security, or to enforce a judgment or other court ruling in favor of the Holder, including

through a legal action in any court of competent jurisdiction, or (ii) shall limit, or shall be deemed or construed to limit, any provision

of Section 15 of this Warrant. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction

of any such court, and any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit,

action or proceeding is improper (including but not limited to based upon forum non conveniens).

THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE

HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives

personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or

any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified

mail or overnight delivery (with evidence of delivery) to the Company at the address in effect for notices to it under this Warrant and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be

deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute

brought in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby shall

be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Warrant shall be

invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the

remainder of this Warrant in that jurisdiction or the validity or enforceability of any provision of this Warrant in any other jurisdiction.

14. ACCEPTANCE.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained

herein.

15. DISPUTE RESOLUTION.

(a) Submission

to Dispute Resolution.

(i) Notwithstanding

anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing

Bid Price, Black Scholes Consideration Value, Black Scholes Value or fair market value or the arithmetic calculation of the number of

Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the

“Warrant Calculations”), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic

mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if

by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are

unable to agree upon such determination or calculation within two (2) Trading Days following such initial notice by the Company or the

Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option,

submit the dispute to an independent, reputable investment bank or independent, outside accountant selected by the Holder (the “Independent

Third Party”), and the Company shall pay all expenses of such Independent Third Party.

(ii) The

Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered in

accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such dispute,

in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the Holder

selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding

clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and

agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission

Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives

its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute

and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such

Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder

or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any

written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute

Documentation.

(iii) The

Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company and

the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees and

expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution of

such dispute shall be final and binding upon all parties absent manifest error.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to arbitrate between the Company

and the Holder (and constitutes an arbitration agreement) under the rules then in effect under the Nevada Rules of Civil Procedure (“NRCP”)

and that the Holder is authorized to apply for an order to compel arbitration pursuant to the NRCP in order to compel compliance with

this Section 15, (ii) a dispute relating to the Warrant Calculations includes, without limitation, disputes as to (A) whether an

issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2 of this Warrant, (B) the consideration per share

at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common

Stock was an issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument, security or the like constitutes an Option

or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Warrant and each other applicable Transaction

Document shall serve as the basis for the selected Independent Third Party’s resolution of the applicable dispute, such Independent

Third Party shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such Independent

Third Party determines are required to be made by such Independent Third Party in connection with its resolution of such dispute (including,

without limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2 of

this Warrant, (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance

or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument,

security or the like constitutes an Option or Convertible Security and (E) whether a Dilutive Issuance occurred) and in resolving such

dispute such Independent Third Party shall apply such findings, determinations and the like to the terms of this Warrant and any other

applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute

described in this Section 15 to any other jurisdiction provided for in Section 13 of this Warrant in lieu of utilizing the procedures

set forth in this Section 15, and (v) nothing in this Section 15 shall limit the Holder from obtaining any injunctive relief or other

equitable remedies (including, without limitation, with respect to any matters described in this Section 15).

16. CERTAIN

DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly

or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct

or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b) “Black

Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case

may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day

immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or

Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to

the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option,

Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the

greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization

factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as

the case may be).

Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request

pursuant to Section 4(c)(i), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of the Common

Stock during the period beginning on the Trading Day immediately preceding the announcement of the applicable Change of Control (or the

consummation of the applicable Change of Control, if earlier) and ending on the Trading Day of the Holder’s request pursuant to

Section 4(c)(i) and (2) the sum of the price per share being offered in cash in the applicable Change of Control (if any) plus the value

of the non-cash consideration being offered in the applicable Change of Control (if any), (ii) a strike price equal to the Exercise Price

in effect on the date of the Holder’s request pursuant to Section 4(c)(i), (iii) a risk-free interest rate corresponding to

the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s

request pursuant to Section 4(c)(i) and (2) the remaining term of this Warrant as of the date of consummation of the applicable Change

of Control or as of the date of the Holder’s request pursuant to Section 4(c)(i) if such request is prior to the date of the

consummation of the applicable Change of Control, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100%

and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor)

as of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Change of Control and

(B) the date of the Holder’s request pursuant to Section 4(c)(i).

(d) “Bloomberg”

means Bloomberg, L.P.

(e) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in the State of Nevada generally are open for use by customers on such day.

(f) “Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of

Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to

elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization,

recapitalization or reclassification, (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction

of incorporation of the Company or any of its Subsidiaries or (iv) bone fide arm’s length acquisitions by the Company with one or

more third parties as long as holders of the Company’s voting power as of the Issuance Date continue after such acquisition to hold

publicly traded securities and, directly or indirectly, are, in all material respects, the holders of at least 51% of the voting power

of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their

equivalent if other than a corporation) of such entity or entities) after such acquisition.

(g) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, (i) the last closing bid price

and last closing trade price, respectively, for such security on the Principal Market, as reported by Quotestream or other similar quotation

service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours basis and does not designate

the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Quotestream or other

similar quotation service provider designated by the Holder, or (ii) if the foregoing does not apply, the last trade price of such security

in the over-the-counter market for such security as reported by Quotestream or other similar quotation service provider designated by

the Holder, or (iii) if no last trade price is reported for such security by Quotestream or other similar quotation service provider designated

by the Holder, the average of the bid and ask prices of any market makers for such security as reported by Quotestream or other similar

quotation service provider designated by the Holder. If the Closing Sale Price cannot be calculated for a security on a particular date

on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined

by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such

dispute shall be resolved in accordance with the procedures in Section 15. All such determinations to be appropriately adjusted for

any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(h) “Common

Stock” means the common stock of the Company, $0.001 par value per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

(i) “Common

Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock,

including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible

into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(j) “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(k) “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Nasdaq

Capital Market, or equivalent national securities exchange.

(l) “Event

Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the

VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day period ending and

including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided by (y)

five (5). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization

or other similar transaction during such period.

(m) “Event

of Default Black Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s

request pursuant to Section 4(c)(ii), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the highest Closing Sale Price of the Common Stock during the

period beginning on the date of the occurrence of the Event of Default through the date that the Note is extinguished in the entirety

or, if earlier, the Trading Day of the Holder’s request pursuant to Section 4(c)(ii), (ii) a strike price equal to the Exercise

Price in effect on the date of the Holder’s request pursuant to Section 4(c)(ii), (iii) a risk-free interest rate corresponding

to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s

request pursuant to Section 4(c)(ii) and (2) the remaining term of this Warrant as of the date of the occurrence of such Event of

Default, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from

the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following

later of (x) the date of the occurrence of such Event of Default and (y) the date of the public announcement of such Event of Default.

(n) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(o) “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another

Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of

the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,

or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject

to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either

(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common

Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender

or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to,

or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial

owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off

or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,

either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated

as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or

party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock

such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50%

of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall,

directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject

Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3

under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange,

reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,

scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least

50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary

voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Warrant calculated

as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary

voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow

such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender

their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction

structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed

and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this

definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or

transaction.

(p) “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent

equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent

Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(q) “Person”

and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,

an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

(r) “Principal

Market” shall have the definition set forth in the Purchase Agreement.

(s) “Market

Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior to the date of the respective

Exercise Notice.

(t) “Note”

shall mean that certain secured promissory note in the principal amount of up to $2,775,000.00 issued by the Company to the Holder on

or around the Issuance Date.

(u) “Successor

Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental

Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been

entered into.

(v) “Trading

Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common

Stock is not then listed or quoted on any Principal Market, then any calendar day.

(w) “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Quotestream or other similar quotation service provider designated by the Holder through its “VAP” function

(set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security

in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time,

and ending at 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder,

or, if no dollar volume-weighted average price is reported for such security by Quotestream or other similar quotation service provider

designated by the Holder for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market

makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such

date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to

agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15.

All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other

similar transaction during such period.

* * * * * * *

IN WITNESS WHEREOF, the Company has caused

this Warrant to be duly executed as of the Issuance Date set forth above.

URBAN-GRO, INC.

By:

/S/ BRADLEY NATRASS

Name:

Bradley Nattrass

Title:

Chief Executive Officer

EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered holder

to exercise this Common Stock Purchase Warrant)

THE UNDERSIGNED holder

hereby exercises the right to purchase _______________ of the shares of Common Stock (“Warrant Shares”) of URBAN-GRO,

INC., a Delaware corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the

“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the

Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

☐ a cash exercise with respect to Warrant Shares; or

☐ by cashless exercise pursuant to the Warrant.

2. Payment

of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of

$ ___________ to the Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver to the holder ____________ Warrant

Shares in accordance with the terms of the Warrant.

Date: ____________________________

(Print Name of Registered Holder)

By:

Name:

Title:

EX-10.4 — PRE-FUNDED COMMON STOCK PURCHASE WARRANT, DATED APRIL 7, 2026, ISSUED BY URBAN-GRO, INC. IN FAVOR OF AGILE HUDSON PARTNERS LLC

EX-10.4

Filename: ea028617001ex10-4.htm · Sequence: 5

Exhibit 10.4

NEITHER THIS SECURITY NOR THE SECURITIES

AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE

SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED

BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

URBAN-GRO, INC.

Warrant Shares: 26,000

Date of Issuance: April 7, 2026 (“Issuance

Date”)

This COMMON

STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Agile Hudson Partners LLC, a Delaware limited

liability company (including any permitted and registered 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 the date of issuance hereof, to purchase

from URBAN-GRO, INC., a Delaware corporation (the “Company”), 26,000 shares of Common Stock (the “Warrant

Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the

Exercise Price per share then in effect. This Warrant is issued by the Company to the Holder pursuant to the securities purchase agreement

entered into on or around the Issuance Date by and among the Company and the Holder (the “Purchase Agreement”), in

connection with the funding of the First Tranche (as defined in the Note (as defined in this Warrant)) under the Note.

Capitalized

terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant

or in Section 16 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.01, subject to adjustment as