Form 8-K

8-K — urban-gro, Inc.

Accession: 0001213900-26-047598

Filed: 2026-04-24

Period: 2026-04-20

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 — ea0287708-8k_urban.htm (Primary)

EX-10.1 — FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT, BY AND BETWEEN GROW HILL LLC, AND HUDSON GLOBAL VENTURES, LLC (ea028770801ex10-1.htm)

EX-10.2 — FORBEARANCE AGREEMENT, DATED APRIL 20, 2026, BY AND AMONG URBAN-GRO, INC., URBAN-GRO CANADIAN TECHNOLOGIES INC. AND HUDSON GLOBAL VENTURES, LLC (ea028770801ex10-2.htm)

EX-10.3 — EXCHANGE AGREEMENT, DATED APRIL 20, 2026, BY AND BETWEEN HUDSON GLOBAL VENTURES, LLC AND URBAN-GRO, INC (ea028770801ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0287708-8k_urban.htm · Sequence: 1

false

0001706524

2026-04-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 20, 2026

URBAN-GRO,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-39933

46-5158469

(State

or other jurisdiction

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 ☐

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.

April 20, 2026, urban-gro, Inc. (the “Company”) and its wholly owned subsidiary, urban-gro Canada Technologies Inc. (together

with the Company, the “Borrower”), entered into a Forbearance Agreement (the “Forbearance Agreement”) and an

Exchange Agreement (the “Exchange Agreement”) with Hudson Global Ventures, LLC (“Hudson”). Prior to entering

into such agreements, on or about April 20, 2026, Grow Hill LLC (“Grow Hill”) assigned all of its right, title and interest

in and to certain loan documents, including a Loan Agreement, Secured Promissory Note and Security Agreement (collectively, the “Loan

Documents”), to Hudson pursuant to an Assignment and Assumption Agreement with limited novation (the “Assignment Agreement”)

. In connection with the Assignment Agreement, Hudson assumed all obligations of Grow Hill under the Loan Documents and the Company acknowledged

Hudson as the successor lender thereunder, and Grow Hill was released from obligations arising after the effective date of the assignment.

of April 10, 2026, the outstanding obligations under the Loan Documents were approximately $1.94 million, and the Borrower was in default

under the Loan Documents. Pursuant to the Forbearance Agreement, Hudson agreed, subject to the terms and conditions set forth therein,

to forbear from exercising its rights and remedies with respect to such default for a limited period ending on the earlier of April 30,

2026 or the occurrence of certain termination events (the “Forbearance Period”), provided that the Borrower complies with

the terms of the Forbearance Agreement . In consideration for Hudson’s agreement to forbear, the principal balance of the loan

was increased to $2,800,000, which includes a forbearance fee capitalized into the loan balance, the Borrower agreed to pay certain fees

and expenses, including legal fees, and the Borrower reaffirmed its obligations under the Loan Documents and provided a broad release

of claims in favor of Hudson and related parties. The Forbearance Agreement provides that the forbearance is temporary in nature, does

not constitute a waiver of the existing default, and upon termination of the Forbearance Period, Hudson may exercise all rights and remedies

available under the Loan Documents.

Concurrently

with the Forbearance Agreement, the Company entered into the Exchange Agreement with Hudson pursuant to which Hudson agreed to reduce

a portion of the outstanding loan balance (the “Note Exchange Amount”) and the Company agreed to issue shares of its common

stock, par value $0.001 per share (the “Exchange Shares”), to Hudson in exchange therefor . The Exchange Shares are to be

delivered via DWAC to Hudson’s designated brokerage account on or promptly following execution of the Exchange Agreement, and the

Company agreed to take all actions necessary for the Exchange Shares to become free trading, including obtaining and delivering legal

opinions. The parties further agreed that the holding period of the Exchange Shares will include Hudson’s holding period of the

original note, which dates back to October 1, 2024, and that the Company will provide a legal opinion supporting the availability of

resale under Rule 144 without volume or manner-of-sale restrictions. The Company also agreed to bear all costs and expenses associated

with the issuance of the Exchange Shares, including legal and transfer agent fees. The Exchange Agreement provides that the issuance

of the Exchange Shares will reduce the outstanding balance of the loan, with any remaining balance continuing to be owed under the Loan

Documents, as modified.

The

foregoing descriptions of the Assignment Agreement, Forbearance Agreement and Exchange Agreement do not purport to be complete and are

qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Current Report

on Form 8-K and are 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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Assignment Agreement resulted

in Hudson becoming the holder of the Company’s outstanding indebtedness under the Loan Documents. The Forbearance Agreement modified

the terms of such indebtedness by, among other things, increasing the principal balance and temporarily restricting enforcement rights.

The Exchange Agreement provides for the partial satisfaction of such indebtedness through the issuance of equity securities, with any

remaining balance continuing as an obligation of the Company.

Item

3.02. Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Exchange Shares were issued

in a private transaction pursuant to the Exchange Agreement. The issuance of the Exchange Shares was made in reliance upon the exemption

from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as an exchange of securities by the Company

with an existing security holder where no commission or other remuneration was paid or given directly or indirectly for soliciting such

exchange . The Company relied on this exemption based on its belief that the Exchange Shares were issued solely in exchange for the cancellation

or modification of existing indebtedness, that Hudson was an existing creditor of the Company, and that no commission or other remuneration

was paid in connection with the exchange.

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

Form of Assignment and Assumption Agreement, by and between Grow Hill LLC, and Hudson Global Ventures, LLC

10.2

Forbearance Agreement, dated April 20, 2026, by and among urban-gro, Inc., urban-gro Canadian Technologies Inc. and Hudson Global Ventures, LLC

10.3

Exchange

Agreement, dated April 20, 2026, by and between Hudson Global Ventures, LLC and urban-gro, Inc.

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 24, 2026

URBAN-GRO,

INC.

By:

/s/

Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chairman and Chief Executive Officer

EX-10.1 — FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT, BY AND BETWEEN GROW HILL LLC, AND HUDSON GLOBAL VENTURES, LLC

EX-10.1

Filename: ea028770801ex10-1.htm · Sequence: 2

Exhibit 10.1

Assignment

and Assumption Agreement

This

Assignment and Assumption Agreement (“Agreement”) dated as of April ___, 2026 (“Effective Date”),

is entered into by and among GROW HILL LLC, a Washington limited liability company, with offices located at 420 NE 72nd Street, Apt 706,

Seattle, Washington 98115-5876 (the “Assignor”), HUDSON GLOBAL VENTURES, LLC, a Nevada limited liability company,

with offices located at 28 Bellingham Lane, Great Neck, New York 11023 (the “Assignee”), and urban-gro, Inc., a Delaware

corporation, with offices located at 1751 Panorama Point, Unit G, Lafayette, Colorado 80026 (“urban-gro”).

WHEREAS,

the Assignor desires to assign to the Assignee all of its right, title, and interest in and to each of the Assigned Items as described

on Schedule 1 attached hereto (collectively, the “Assigned Items”) and to delegate to the Assignee all of its obligations,

if any, thereunder;

WHEREAS,

the Assignor and urban-gro are currently involved in litigation before the District Court of Denver, Colorado (Case No. 25CV33546) (the

“Denver Lawsuit”); and

WHEREAS,

the Assignee desires to accept such assignment of the Assignor’s right, title, and interest in and to each of the Assigned Items

and such delegation of obligations under the Assigned Items;

NOW,

THEREFORE, in consideration of these presents and for such other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Assignment

and Assumption.

1.1 Assignment.

The Assignor irrevocably sells, assigns, grants, conveys, and transfers to the Assignee all of the Assignor’s right, title, and

interest in and to the Assigned Items.

1.2 Assumption.

The Assignee unconditionally accepts such assignment and assumes all of the Assignor’s duties, liabilities, and obligations under

the Assigned Items, and agrees to pay, perform, and discharge, as and when due, all of the obligations of the Assignor under the Assigned

Items accruing on and after the Effective Date.

1.3 The

Assignment Price. The Assignee shall transmit by good funds the sum of [____ million ____ hundred thousand ________ and xx/100ths

($2,__________)] (the “Assignment

Price”) to the Assignor by wire transfer in accordance with instructions that the Assignor

shall separately provide to the Assignee. Notwithstanding anything herein to the contrary, this Agreement shall not be effective and

legally enforceable until and unless the Assignor receives the Assignment Price in full. For the avoidance of doubt, the delivery of

a confirmation of wiring of immediately available funds in the amount of the Assignment Price shall constitute receipt of the Assignment

Price in full. The Assignment Price shall be paid within one business day from the date on which the last signature required hereunder

is affixed hereto.

2. Release;

Substitution and Acknowledgment.

2.1 Release.

(a) Notwithstanding

anything to the contrary contained herein or in respect of any of the Assigned Items, urban-gro accepts the terms and provisions of this

Agreement, acknowledges that, in respect of each and every one of the Assigned Items, the Assignee, from and after the Effective Date,

shall be treated for all purposes as if it had been the Assignor from and after the earliest date of any of the Assigned Items. Further,

urban-gro releases and forever discharges the Assignor, as well as its managers, members, officers, employees, agents, and representatives,

from any and all further obligations arising under each and every Assigned Item, and from all manner of actions, causes of action, suits,

debts, damages, expenses, claims, and demands whatsoever that urban-gro has or may have against any of the foregoing persons, arising

out of or in any way connected to the Assignor’s performance of any of the Assigned Items from and after such earliest date through

and including the Effective Date, which release shall also be deemed to be in favor of the Assignee through and including the Effective

Date.

(b) Notwithstanding

anything to the contrary contained herein or in or about the Assigned Items, the Assignor does not release or discharge urban-gro, as

well as its stockholders, directors, officers, employees, agents, and representatives, from any of its or their obligations arising under

the Assigned Items or from any manner of actions, causes of action, suits, debts, damages, expenses, claims, and demands whatsoever that

the Assignor has or may have against any of the foregoing persons, arising out of or in any way connected to any and all of the Assigned

Items at any time, all of such unreleased claims and undischarged obligations being part of the Assigned Items that the Assignor is selling,

assigning, granting, conveying, and transferring toe the Assignee hereunder on the Effective Date.

2.2

Substitution and Acknowledgment. The parties intend that, subject

to the releases in favor of the Assignor and the Assignee set forth in Section 2.1, above, the Assignee be substituted for the Assignor

as if it had been the Assignor from and after the earliest date of any of the Assigned Items. Urban-gro recognizes the Assignee as the

Assignor’s successor-in-interest in and to each of the Assigned Items. The Assignee by this Agreement becomes entitled to all right,

title, and interest of the Assignor in and to the Assigned Items, inasmuch as the Assignee is the substituted party to the Assigned Items

as of and after the Effective Date. Subject to the releases in favor of the Assignor and the Assignee set forth in Section 2.1, above,

urban-gro and the Assignee shall be bound by the terms of the Assigned Items in every way as if the Assignee were named in the novated

Assigned Items in place of the Assignor as a party thereto. Urban-gro acknowledges that: (i) there are no defenses to payment of the

Obligations; (ii) the Assignee’s holding period of the Note tack for Rule 144 purposes, to October 1, 2024; (iii) the Agreement

is a “security” as defined in the Securities Act of 1933, as amended; and (iv) the assignment of the Assigned Items for the

Assignment Price does not amend or otherwise replace the Note, and the Note, and all other Loan Documents, remain in full force and effect.

Urban-gro undertakes not to take any position in contradiction of the acknowledgement herein.

3. Representations

and Warranties.

3.1 The

Assignor’s Representations and Warranties.

The Assignor represents and warrants to the Assignee and urban-gro as of the Effective Date, as follows:

(a) It

is duly organized, validly existing, and in good standing under the laws of the State of Washington.

(b) It

has the full right, limited liability company power, and authority to enter into this Agreement and to perform its obligations hereunder.

has taken all necessary limited liability company action to authorize the execution of this Agreement by its representative whose signature

is set forth at the end hereof.

(d) Its

execution, delivery, and performance of this Agreement will not violate, conflict with, require consent under, or result in any breach

or default under the provisions of any contract or agreement to which it is a party.

(e) When

executed and delivered by it, this Agreement will constitute the legal, valid, and binding obligation of the Assignor, enforceable against

it in accordance with its terms.

(f) It

is, and has been, the sole legal and beneficial owner of all of the rights under each of the Assigned Items from and after the earliest

date of any of the Assigned Items through and including the Effective Date, at all times free and clear of any lien, security interest,

charge, or encumbrance.

(g) It

has never assigned to any third party or to urban-gro any of the Assigned Items; it has never subjected any of the Assigned Items to

any third-party lien rights; it has never transferred any of its right, title, or interest in any of the Assigned Items to any third

party or to urban-gro; and it has never granted any option or other contingent or potential transfer right in its right, title, and interest

in any of the Assigned Items to any third party or to urban-gro.

(h) If

contractual, none of the Assigned Items has been amended or modified as of the Effective Date.

(i) If

contractual, each of the Assigned Items is in full force and effect in favor of the Assignor on the Effective Date. No event or condition

has occurred that is, or with notice or passage of time would be, an event of default of the Assignor or give rise to urban-gro of any

right of termination of any of the Assigned Items.

(j) The

Assignment Price accurately reflects the principal, accrued and unpaid interest, Default Fees, filing fees, and legal fees and costs

in respect of the Assigned Items, the allocation of which is set forth in Schedule 2.

(k) It

has performed each and every one of its obligations under the Assigned Items that are required to be performed by it on or before the

Effective Date.

(l) The

Denver Lawsuit accurately alleges that Assignor is the lender and urban-gro is the borrower under the promissory note to be assigned

hereunder.

3.2 The

Assignee’s Representations and Warranties.

The Assignee represents and warrants to the Assignor as follows:

(a) It

is duly organized, validly existing, and in good standing under the laws of the State of Nevada.

(b) It

is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required

for purposes of this Agreement.

has the full right, limited liability company power, and authority to enter into this Agreement and to perform its obligations hereunder.

(d) It

has taken all necessary limited liability company action to authorize the execution of this Agreement by its representative whose signature

is set forth at the end hereof.

(e) When

executed and delivered by it, this Agreement will constitute the legal, valid, and binding obligation of the Assignee, enforceable against

it in accordance with its terms.

3.3 Urban-gro’s

Representations and Warranties. Urban-gro represents and warrants to the Assignor and the Assignee as follows:

(a) It

is duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) It

is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required

for purposes of this Agreement.

has the full right, corporate power, and authority to enter into this Agreement and to perform its obligations hereunder.

(d) It

has taken all corporate action to authorize the execution of this Agreement by its representative whose signature is set forth at the

end hereof.

(e) When

executed and delivered by it, this Agreement will constitute the legal, valid, and binding obligation of the Assignee, enforceable against

it in accordance with its terms.

(f) The

Assignor is not in violation of any provision of any of the Loan Agreement, Note, or Security Agreement (as each of those terms is defined

in Schedule 1, and collectively, the “Loan Documents”).

(g) Urban-gro

acknowledges that it is in default under the Loan Documents due to the existence of an Event of Default (as defined in the Loan Agreement).

4. Indemnification.

4.1 Indemnification.

Subject to the terms and conditions set forth in Section 4.2, the Assignor and the Assignee (each, as an “Indemnifying Party”)

shall indemnify, hold harmless, and defend each other and their respective officers, directors, managers, members, employees, agents,

affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages,

liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever

kind, including reasonable attorney’s fees, that are incurred by an Indemnified Party or awarded against an Indemnified Party in

a final non-appealable judgment (collectively, “Losses”), relating to or arising out of or resulting from any third-party

claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation,

summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity,

or otherwise (a “Claim”) or any direct Claim against an Indemnifying Party alleging:

(a) A

material breach or non-fulfillment of any material representation, warranty, or covenant under this Agreement by an Indemnifying Party

or its representatives;

(b) Any

grossly negligent or more culpable act or omission of an Indemnifying Party or any of its representatives (including any reckless or

willful misconduct) in connection with the performance of its obligations under this Agreement;

bodily injury, death of any person, or damage to real or tangible personal property caused by the grossly negligent or more culpable

acts or omissions of Indemnifying Party or its representatives (including any reckless or willful misconduct); or

(d) any

failure by Indemnifying Party materially to comply with any applicable federal, state, or local laws, regulations, or codes in the performance

of its obligations under this Agreement.

4.2 Exceptions

and Limitations on Indemnification. Notwithstanding

anything to the contrary contained in this Agreement, an Indemnifying Party is not obligated to indemnify or defend an Indemnified Party

against any Claim if such Claim or the corresponding Losses arise out of or result from, in whole or in part, an Indemnified Party’s:

(a) Negligence

or more culpable act or omission (including recklessness or willful misconduct); or

(b) Bad

faith or other failure materially to comply with any of its material obligations set forth in this Agreement.

4.3 Sole

Remedy. THIS SECTION 4 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF AN INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE

REMEDY FOR AN INDEMNIFIED PARTY FOR ANY LOSSES COVERED UNDER SECTION 4.

4.4 Indemnity

Time Frame. Notwithstanding anything herein to the contrary, any action, claim, or lawsuit asserting an indemnity claim against Assignor

under this Section 4 must be commenced not later than one year after the Effective Date.

5. Miscellaneous.

5.1 Dismissal

of Denver Lawsuit. Assignor shall file an appropriate motion dismissing the Denver Lawsuit without prejudice within three business

days of its receipt of the Assignment Price. By its execution hereof, urban-gro expressly stipulates to the dismissal of the Denver Lawsuit

by Assignor without prejudice.

5.2 Further

Assurances. On any other party’s reasonable

request, each other party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take

all such further acts, necessary to give full effect to this Agreement.

5.3 Notices.

Each party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each,

a “Notice”) in writing and addressed to the other party at its address set forth below (or to such other address that

the receiving party may designate from time to time in accordance with this Section). Each party shall deliver all Notices by personal

delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail (with confirmation of transmission), or certified

or registered mail (in each case, return receipt requested, postage prepaid). Any Notice required or permitted to be given under the

terms of this Agreement and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) one business day

after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive

the same, (iii) four business days after deposit with the US Postal Service, or (iv) receipt, when sent by e-mail (provided that the

e-mail transmission is not returned in error or the sender is not otherwise notified of any error in transmission). Except as otherwise

provided in this Agreement, a Notice is effective only if the party giving the Notice has complied with the requirements of this Section.

Notice

to the Assignor:

GROW

HILL LLC

E-mail:

Attention:

Notice

to the Assignee:

HUDSON

GLOBAL VENTURES, LLC

E-mail:

Attention:

Notice

to urban-gro:

Urban-gro,

Inc.

Attention:

Email:

5.4 Governing

Law; Mandatory Jurisdiction; Jury Trial Waiver. All questions concerning the construction, validity, enforcement, and interpretation

of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without

regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement,

and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates,

directors, officers, stockholders, employees, or agents) shall be commenced in the state and federal courts sitting in the County of

Clark, State of Nevada (the “Nevada Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction

of the Nevada Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert

in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Nevada Courts, or such Nevada

Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents

to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it hereunder 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 applicable law. Each party hereto hereby irrevocably waives, to the fullest

extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement

or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement,

then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney fees and other costs and

expenses incurred in the investigation, preparation, and prosecution of such action or proceeding.

5.5 Interpretation.

For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to

be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,”

“hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless

the context otherwise requires, references in this Agreement: (x) to sections, schedules, and exhibits mean the sections of, and schedules

and exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other

document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute

means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

The parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the party

drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein are an integral part of

this Agreement to the same extent as if they were set forth verbatim herein.

5.6 Headings.

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

5.7 Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or

unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision

in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the affected

parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as

closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated

to the greatest extent possible.

5.8 Entire

Agreement. This Agreement, together with all related

exhibits and schedules, is the sole and entire agreement of the parties to this Agreement regarding the subject matter contained herein

and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and

oral, regarding such subject matter.

5.9 Amendment

and Modification. No amendment to this Agreement

is effective unless it is in writing, identified as an amendment to this Agreement and executed by an authorized representative of each

affected party to this Agreement.

5.10 Waiver.

(a) No

waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and executed by an authorized

representative of the party waiving its right.

(b) Any

waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver

on any future occasion.

of the following is a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement:

(i) any

failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or

(ii) any

act, omission, or course of dealing between the parties.

5.11 Cumulative

Remedies. All rights and remedies provided in this

Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of

any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between

the parties, or otherwise. Despite the previous sentence, the parties intend that Indemnified Party’s

rights under Section 4 are its exclusive remedies for the events specified therein.

5.12 Equitable

Remedies. Each of the Assignor and the Assignee

acknowledges that a breach or threatened breach by it of any of its respective obligations under this Agreement would give rise to irreparable

harm to such party for which monetary damages would not be an adequate remedy and hereby agrees that if a breach or a threatened breach

occurs, the affected party will, in addition to any and all other rights and remedies that may be available to it arising from such breach,

be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that

may be available from a court of competent jurisdiction (without any requirement to post bond).

5.13 No

Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors

and permitted assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit,

or remedy of any nature whatsoever under or by reason of this Agreement. Despite the previous sentence, the parties hereby designate

the third parties included in the Section 4 definition of Indemnified Party as third-party beneficiaries of Section 4 having the right

to enforce Section 4.

5.14 Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and

the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission is deemed to have the

same legal effect as delivery of an original signed copy of this Agreement.

[signature

page follows]

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

GROW HILL LLC

By:

Name:

Mark Bloudek

Title:

Managing Member

HUDSON GLOBAL VENTURES, LLC

By:

Name:

S. Ahdoot

Title:

Member

urban-gro, Inc.

By:

Name:

Bradley Nattrass

Title:

CEO

Schedule

Assigned

Items

● That

certain Loan Agreement between urban-gro, Inc. and GROW HILL LLC, dated as of October 1,

2024 (the “Loan Agreement”)

● That

certain Secured Promissory Note of urban-gro, Inc. in favor of GROW HILL LLC in the initial

principal amount of $2,100,000, dated as of October 1, 2024 (the “Note”)

● That

certain Security Agreement of urban-gro, Inc. in favor of GROW HILL LLC, dated as of October

1, 2024 (the “Security Agreement”)

● That

certain UCC-1 Financing Statement filed with the Secretary of State of the State of Delaware,

on [*], 2026, in respect of urban-gro’s obligations under the loan Agreement, the Note,

and the Security Agreement (the “Delaware UCC-1”)

● [That

certain UCC-1 Financing Statement filed with the [some county in Colorado], on [*], 2026,

in respect of urban-gro’s obligations under the loan Agreement, the Note, and the Security

Agreement (the “Colorado UCC-1”)]

● Form(s)

of UCC-3 Financing Statement Amendment in connection with the Delaware UCC-1 (the “Delaware

UCC-3”) [and the Colorado UCC-1 (the “Colorado UCC-3”)]

The

Loan Agreement, Note, Security Agreement, Delaware UCC-1, [Colorado UCC-1], Delaware UCC-3, [Colorado UCC-3], the file in the Colorado

Litigation, and the Colorado Litigation Substitution Filing are collectively referred to in this Agreement and Schedule 1 hereto as the

“Assigned Items.”

Schedule 1

Schedule

AssignMENT

PRICE

[insert

line items here]

Schedule 2

EX-10.2 — FORBEARANCE AGREEMENT, DATED APRIL 20, 2026, BY AND AMONG URBAN-GRO, INC., URBAN-GRO CANADIAN TECHNOLOGIES INC. AND HUDSON GLOBAL VENTURES, LLC

EX-10.2

Filename: ea028770801ex10-2.htm · Sequence: 3

Exhibit 10.2

FORBEARANCE

AGREEMENT

THIS

FORBEARANCE AGREEMENT (“Agreement”), dated as of April 20, 2026, is made by and among urban-gro, Inc., a Delaware

corporation (the “Company”) and urban-gro Canada Technologies Inc., each a wholly owned subsidiary of the Company

(collectively with the Company, the “Borrower”), and Hudson Global Ventures, LLC, a Nevada limited liability company

(the “Hudson”).

RECITALS

WHEREAS,

on October 1, 2024, Borrower and Grow Hill, LLC (“Grow Hill”) entered into, among other agreements, that certain (i)

Loan Agreement (the “Loan Agreement”), pursuant to which Borrower issued a Secured Promissory Note (the “Note”)

in the amount of $2,100,000, and (ii) Security Agreement (the “Security Agreement”, and collectively with the Loan

Agreement, and the Note, the “Loan Documents”), granting Grow Hill a security interest in the Collateral as security

for all of the indebtedness and Obligations due to Grow Hill under the Loan Agreement, including, without limitation, those arising from

the Note (collectively, the “Loan Obligations”). Capitalized terms used herein without definition shall have the meanings

ascribed thereto in the Loan Agreement;

WHEREAS,

as of April 10, 2026, the Loan Obligations due to Grow Hill was $1,952,666.69 (the “Note Balance”);

WHEREAS,

on April 17, 2026, Grow Hill assigned the Loan Documents, including, without limitation, the Note Balance, to Hudson;

WHEREAS,

Borrower is currently in default under the Loan Documents due to the occurrence of certain Events of Default (the “Default”),

and Borrower has requested that Hudson agree to forbear from exercising its remedies with respect to the Default, and Hudson, subject

to the terms and conditions contained herein, is willing to forbear from exercising such rights and remedies for a limited period of

time, to be effective as of the Effective Date (unless otherwise expressly provided herein), provided that Borrower complies with the

terms and conditions of this Agreement; and

WHEREAS,

Borrower and Hudson each acknowledge that the terms of this Agreement reflect the parties’ forbearance and does not constitute

a novation or extinguishment of, the Loan Agreement and the other Loan Documents and except as expressly modified herein, all terms,

conditions, rights and obligations as set out in the Loan Documents are hereby reaffirmed and shall otherwise remain in full force and

effect as originally written and agreed, as assigned to Hudson by Grow Hill.

NOW,

THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Borrower

Acknowledgments. Borrower acknowledges

and agrees that:

1.1 Recitals.

The foregoing recitals are confirmed by the Borrower as true and correct and are incorporated herein by reference. The recitals are a

substantive, contractual part of this Agreement.

1.2 Ratification

of Loan Documents. The Loan Agreement, the Security

Agreement, the Note, and all other agreements, instruments, and other documents executed in connection with or relating to the Note Balance

or the Collateral (the “Loan Documents”) are legal, valid, binding, and enforceable against Borrower in accordance

with their terms, and shall continue and carry forward until all obligations under the Loan Documents are paid and performed in full.

The terms of the Loan Documents remain unchanged. The Borrower hereby expressly reaffirms, agrees and covenants to comply during the

Forbearance Period with all of the terms and provisions of the Loan Agreement, except to the extent expressly permitted otherwise herein.

1.3 Obligations.

The Note Balance, including any part thereof under the Loan Documents, are not subject to any setoff, deduction, claim, counterclaim,

or defenses of any kind or character whatsoever. The Borrower acknowledges and agrees that the Note Balance includes, and the Borrower

owes to Hudson, all of Hudson’s reasonable expenses, costs and fees, including reasonable attorneys’ fees actually incurred

in the enforcement of the Loan Documents and drafting and negotiation of this Agreement, including, without limitation, those set forth

in Section 3.3 hereof. Hudson has valid, enforceable, and perfected security interests in and liens on the Collateral, as to which there

are no setoffs, deductions, claims, counterclaims, or defenses of any kind or character whatsoever, and that this Agreement shall in

no manner vitiate, affect or impair the Loan Documents, and that such security interests in and liens on the Collateral shall not in

any manner be waived, released, altered or modified.

1.4 No

Waiver of Defaults. Neither this Agreement, nor

any actions taken in accordance with this Agreement or the Loan Documents shall be construed as a waiver of or consent to the Default

or any other existing or future defaults under the Loan Documents, as to which Hudson's rights shall remain reserved.

1.5 Preservation

of Rights and Remedies. Upon expiration of the Forbearance

Period (as defined in Section 2.1), all of Hudson’s rights and remedies under the Loan Documents and at law and in equity shall

be available without restriction or modification, as if the forbearance had not occurred.

1.6 Lender

Conduct. Hudson has fully and timely performed all

of their obligations and duties in compliance with the Loan Documents and applicable law, and have acted reasonably, in good faith, and

appropriately under the circumstances.

1.7 Request

to Forbear. Borrower has requested Hudson’s

forbearance as provided herein, which shall inure to their direct and substantial benefit.

2. Forbearance.

2.1 Forbearance

Period. Subject to compliance by Borrower with the

terms and conditions of this Agreement, Hudson hereby agrees to forbear from exercising its rights and remedies against Borrower under

the Loan Documents with respect to the Default during the period (the “Forbearance Period”) commencing on the Effective

Date (as defined in Section 3) and ending on the earlier to occur of (i) April 30, 2026, and (ii) the date that any Forbearance Default

(as defined in Section 8) occurs. Hudson’s forbearance, as provided herein, shall

immediately and automatically cease without notice or further action on the earlier to occur of (i) or (ii) (the “Termination

Date”). On and from the Termination Date, Hudson may, in its sole discretion, exercise any and all remedies available to it

under the Loan Documents by reason of the occurrence of any Events of Default thereunder or the Default.

2.2 Extension

of Forbearance Period. In the sole discretion of

Hudson and without obligation, after the Termination Date, Hundson may renew or extend the Forbearance Period, or grant additional forbearance

periods.

2.3 Scope

and Nature of Forbearance; Reservation of Rights. The forbearance shall be limited solely to the exercise of remedies arising

under the Loan Documents, applicable law, or otherwise as a result of the Default, and Hudson shall not be deemed to have waived the

Default (or the occurrence of the Events of Default) or any remedies it may have with respect to any other existing breach or Default

occurring thereunder during the Forbearance Period, or any breach of this Agreement. Borrower hereby acknowledges that Hudson’s

obligations under this Agreement are in the nature of a conditional forbearance only, and that Hudson has not made any agreement or commitment

to modify or extend the Loan Documents beyond the Forbearance Period, and that, upon the termination of the Forbearance Period, Hudson

shall have the immediate right to exercise all remedies under the Loan Documents. In accordance with the terms of this Agreement, Hudson

hereby reserves all rights and remedies available to it.

3. Conditions

Precedent. This Agreement shall not become

effective unless and until the date (the “Effective Date”) that each of the following conditions shall have been satisfied

in Hudson’s sole discretion, unless waived in writing by Hudson:

3.1 Delivery

of Certain Documents. Borrower shall deliver or

cause to be delivered the following documents, each in substance and form acceptable to Hudson:

(a) a

copy of this Agreement, duly executed by Borrower;

(b) a

certificate dated the date hereof, signed by the Secretary of Borrower, containing certified copies of (i) Borrower's current certificate

of incorporation and bylaws, as amended and/or restated the case may be; (ii) resolutions duly adopted by the board of directors of Borrower

authorizing the execution and delivery of this Agreement and all documents required to be delivered in connection herewith, and all transactions

contemplated herein; and (iii) a statement containing the true and correct names, titles, and signatures of Borrower authorized to sign

such documents and authorize such transactions;

confirmation of the wiring of funds from Borrower for Hudson’s fees of legal counsel as required pursuant to Section 3.3, in the

amounts and to the accounts designated in the wiring instructions set forth on Exhibit A, attached hereto; and

(d) such

other documents as Hudson may request with respect to any matter relevant to this Agreement or the transactions contemplated hereby.

3.2 Forbearance

Fee. As partial consideration for Hudson’s

agreement to forbear as set forth herein, Borrower shall pay to Hudson a forbearance fee of $856,992.21, in the form of an increase in

the principal due under the Note (the “Forbearance Fee”). Borrower agrees and acknowledges that the Forbearance Fee

will cause the outstanding principal under the Note to be increased from the Note Balance to $2,800,000 (the “New Note Balance”).

For the avoidance of doubt, in the event this Agreement is terminated for any reason whatsoever, the principal due under the Note shall

be the New Note Balance, and the Forbearance Fee shall be deemed earned by Hudson, and paid by Borrower, as of the Effective Date.

3.3 Professional

Fees and Other Expenses. As partial consideration

for Hudson’s agreement to forbear as set forth herein, Borrower shall pay Hudson's fees of legal counsel in the amount of $15,000.

4. Representations

and Warranties. Borrower represents and warrants

that all representations and warranties relating to it contained in the Loan Documents are true and correct as of the Effective Date,

except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations

and warranties shall have been true and correct in all material respects as of such earlier date. Borrower further represents and warrants

to Hudson as follows:

4.1 Authorization;

Enforceability; No Violation. The execution, delivery, and performance of this Agreement are within its corporate power and

have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and legally binding Agreement enforceable

against Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, and similar laws

affecting creditors' rights generally and to general principles of equity. The execution, delivery, and performance of this Agreement

do not and will not (i) violate any law, regulation, or court order to which Borrower is subject; (ii) conflict with Borrower's organizational

documents; or (iii) result in the creation or imposition of any lien, security interest, or encumbrance on any property of Borrower,

or any of its subsidiaries, whether now owned or hereafter acquired, other than liens in favor of Hudson.

4.2 No

Litigation; No change. No action, suit, litigation, investigation, or proceeding of or before any arbitrator or Governmental

Authority is pending or, to the knowledge of Borrower, threatened by or against or affecting Borrower or against any of its property

or assets with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby. There has been no material

adverse change in the business, operations, assets, or financial or other condition of the Borrower and its subsidiaries, either individually

or taken as a whole.

4.3 Accuracy

of Information. All information provided by Borrower or any of its respective agents, is true, correct, and complete in all

material respects, as of the date provided and does not contain any untrue statements of material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.

4.4 Advice

of Counsel. Borrower has freely and voluntarily entered into this Agreement with the advice of legal counsel of their choosing,

or have knowingly waived the right to do so.

4.5 Filing

of Reports. Borrower is, and has been for a period of at least 90 days immediately before the date hereof, subject to the reporting

requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and has (i) filed all reports under Section 13 or 15(d) of the Exchange Act, as applicable,

during the 12 months preceding the date hereof, and (ii) submitted electronically every interactive data file required to be submitted

during the 12 months preceding the date hereof.

5. Covenants.

In addition, in order to induce Hudson to forbear from the exercise of their rights and remedies as set forth above, Borrower hereby

covenants and agrees that at all times during the Forbearance Period, unless Hudson otherwise consents in writing, as follows:

5.1 Compliance

with Loan Documents. Borrower shall continue to

perform and observe all covenants, terms, and conditions, and other obligations contained in all of the Loan Documents (as expressly

modified herein) and this Agreement, except with respect to the Defaults.

5.2 Sale

of Assets. Borrower shall not sell, convey, transfer, assign, lease, abandon, or otherwise dispose of any of its assets, tangible

or intangible (including but not limited to sale, assignment, discount, or other disposition of accounts, contract rights, chattel paper,

or general intangibles with or without recourse), without Hudson's prior written consent. If Hudson grants its written consent, Borrower

shall cause buyer or other transferee to pay all proceeds of such disposition directly to Hudson for application to the Note Balance.

5.3 Perfection

of Liens. Borrower shall execute and deliver to Hudson such documents and take such actions as Hudson deems necessary or advisable

to perfect or protect the Hudson’s security interests, mortgages, or liens granted by Borrower to Hudson.

5.4 Obligations

to Third Parties. Borrower shall (i) continue to

pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all of its liabilities

and obligations arising in the ordinary course of business during the Forbearance Period, and (ii) without duplication of (i), not default

on any of its obligations to any third party.

5.5 Notice

of Adverse Claims. If Borrower shall become aware

that any person or entity is asserting any lien, encumbrance, security interest, or adverse claim (including any writ, garnishment, judgment,

warrant of attachment, execution, or similar process or any claim of control) against any of them or any of their property (each, an

“Adverse Claim”), they shall promptly notify Hudson in writing thereof, and provide to Hudson all documentation and

other information it may request regarding such Adverse Claim.

5.6 Further

Assurances. Promptly upon the request of Hudson, Borrower shall take any and all actions of any kind or nature whatsoever,

and execute and deliver additional documents, that relate to this Agreement and the transactions contemplated herein.

6. Release

of Claims and Waiver of Defenses.

6.1 Release.

In consideration of, among other things, Hudson’s execution and delivery of this Agreement, Borrower, on behalf of itself and its

successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, and attorneys (collectively, “Releasors”)

hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee (as hereinafter defined) from any

and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action,

suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills,

specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively,

the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown,

whether now existing or hereafter arising, whether arising at law or in equity, against Hudson, and each of its affiliates, subsidiaries,

shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors

and assigns and each and all of the officers, directors, employees, agents, attorneys and other representatives of each of the foregoing

(collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before

the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents

or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships

between or among the Borrower, on the one hand, and Hudson, on the other hand, relating to any or all of the documents, transactions,

actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all

of the equity holders of the Borrower, on the one hand, and Hudson, on the other hand.

6.2 Acknowledgment

of Scope of Release. In connection with such releases, Borrower acknowledge that they are aware that they or their attorneys or others

may hereafter discover claims or facts presently unknown or unsuspected in addition to or different from those which they now know or

believe to be true with respect to the subject matter of the Claims being released pursuant to Section 6.1 hereof. Nevertheless, it is

the intention of the Borrower in executing this Agreement to fully, finally, and forever settle and release all matters and all claims

relating thereto, which exist, hereafter may exist or might have existed (whether or not previously or currently asserted in any action)

constituting Claims released pursuant to Section 6.1 hereof.

6.3 Covenant

Not to Sue. Borrower, on behalf of itself and the Releasors, agrees not to sue any Releasee or in any way assist any other Person

in suing any Releasee with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense

to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted,

or attempted in breach of the release contained herein.

6.4 Borrower

acknowledges, warrants and represents to the Releasees that:

(a) Borrower

has read and understands the effect of Section 6.1 and Section 6.2 (the “Release Provision”). Borrower has had the

assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing,

and considering all the terms of the Release Provision; and if counsel was retained, counsel for Borrower has read and considered the

Release Provision and advised Borrower to execute the same. Before execution of this Agreement, Borrower has had adequate opportunity

to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision;

(b) Borrower

is not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. Borrower acknowledges that

the Releasees have not made any representation with respect to the Release Provision except as expressly set forth herein;

has executed this Agreement and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence

exerted by or on behalf of any Person; and

(d) Borrower

is the sole owner of the Claims released by the Release Provision, and Borrower has not heretofore conveyed or assigned any interest

in any such Claims to any other Person.

6.5 It

is the express intent of the Borrower, on behalf of itself and the Releasors that the release and discharge set forth in the Release

Provision be construed as broadly as possible in favor of the Releasees so as to foreclose forever the assertion by the Releasors of

any claims released hereby against Releasees. If any term, provision, covenant, or condition of the Release Provision is held by a court

of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect.

7. Indemnification.

Borrower hereby expressly acknowledges, agrees, and reaffirms their indemnification obligations to Hudson and the other Indemnified Parties

as set forth in the Loan Documents. Borrower further acknowledges, agrees, and reaffirms that all such indemnification obligations set

forth in the Loan Documents shall survive the expiration of the Forbearance Period and the termination of this Agreement, the Loan Agreement,

the other Loan Documents, and the payment in full of the Note Balance. Notwithstanding the foregoing, such indemnity shall not be available

to the extent that such claims, damages, losses, liabilities, or related expenses result solely from Hudson’s or other Indemnified

Party's gross negligence or willful misconduct.

8. Events

of Default. The occurrence of one or more

of the following shall constitute a “Forbearance Default” under this Agreement:

8.1 The

occurrence of the Termination Date.

8.2 Borrower

shall fail to abide by or observe any term, condition, covenant, or other provision contained in this Agreement or any document related

to or executed in connection with this Agreement.

8.3 A

default or event of default shall occur under any Loan Document or any document related to or executed in connection with this Agreement

or any of the Loan Documents.

8.4 Borrower:

(a) becomes

insolvent;

(b) is

generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due;

commences any case, proceeding, or other action under any existing or future Requirement of Law relating to bankruptcy, insolvency, reorganization,

or other relief of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or

insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect

to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or

any substantial part of its assets, or (ii) makes a general assignment for the benefit of its creditors;

(d) has

commenced against it in a court of competent jurisdiction any case, proceeding, or other action of a nature referred to in clause (c)

above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged,

unstayed, or unbonded for thirty (30) days;

(e) defaults,

or allows the continuance of any current defaults after the date hereof, on any of its obligations to any third party;

(f) fails,

on a timely basis, to (i) file any report required to be filed by Section 13 or 15(d) of the Exchange Act, or (ii) submit electronically

every interactive data file required to be submitted; or

(g) ceases

to conduct business in the ordinary course.

8.5 A

tax lien, warrant, or levy is imposed on Borrower or any Collateral.

8.6 Borrower

or any of its respective creditors commences a case, proceeding, or other action against Hudson relating to any of the Note Balance,

Obligations, Collateral, Loan Documents, this Agreement, or any action or omission by Hudson or their agents in connection with any of

the foregoing.

8.7 Any

other creditor of Borrower commences an action against Borrower seeking to collect any debt, obligation, or liability in an amount in

excess of $10,000.

8.8 Any

representation or warranty of Borrower made herein shall be false, misleading, or incorrect in any material respect when made.

8.9 Borrower

takes an action, or any event or condition occurs or exists, which Hudson reasonably believes in good faith is inconsistent in any material

respect with any provision of this Agreement, or impairs, or is likely to impair, the prospect of payment or performance by Borrower

of its obligations under this Agreement or any of the Loan Documents.

9. Remedies.

Immediately upon the occurrence of a Forbearance Default:

9.1 The

Forbearance Period shall immediately and automatically cease without notice or further action without notice to, or action by, any party.

9.2 Hudson

shall be entitled to exercise any or all of their rights and remedies under the Loan Documents, this Agreement, or any stipulations or

other documents executed in connection with or related to this Agreement or any of the Loan Documents, or applicable law, including,

without limitation, the appointment of a receiver.

9.3 Borrower

shall cooperate with Hudson's repossession of all personal property Collateral, which Borrower shall immediately surrender to Hudson

upon Hudson's request, at the time and place designated by Hudson.

9.4 Hudson

may, in their sole discretion, commence foreclosure actions with respect to the real property Collateral and replevin actions with respect

to any of the other Collateral, and enforce any foreclosure stipulations.

9.5 Hudson

may set off or apply to the payment of any or all of the Note Balance, any deposit balances, any or all of the Collateral or proceeds

thereof, or other money now or hereafter owed Hudson by Borrower.

10. Miscellaneous.

10.1 Notices.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address

as the party may specify in writing pursuant to this Section 10.1. Such notice shall be deemed given: (i) if delivered personally, upon

delivery as evidenced by delivery records; (ii) if sent by email, upon confirmation of receipt; (iii) if sent by certified or registered

mail, postage prepaid, five (5) days after the date of mailing; of (iv) if sent by nationally recognized express courier, one (1) Business

Day after date of delivery with such courier.

to Hudson:

Hudson

Global Ventures, LLC

Linden Place, Suite 210

Great

Neck, NY 11021

Email:

to the Company:

Urban-gro,

Inc.

1715

Panorama Point, Unit G

Lafayette,

CO 80026

Attention:

Bradley Nattrass

Email:

10.2 Integration;

Modification of Agreement. This Agreement and the

Loan Documents embody the entire understanding between the parties hereto and supersede all prior agreements and understandings (whether

written or oral) relating to the subject matter hereof and thereof. The terms of this Agreement may not be waived, modified, altered,

or amended except by agreement in writing signed by all the parties hereto. This Agreement shall not be construed against the drafter

hereof.

10.3 Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or

unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision

in any other jurisdiction.

10.4 Full

Force and Effect. The Loan Documents shall remain

unchanged, in full force and effect and continue to govern and control the relationship between the parties hereto, except to the extent

they are inconsistent with, superseded, or expressly modified herein. To the extent of any inconsistency, amendment, or superseding provision,

this Agreement shall govern and control.

10.5 Successors

and Assigns. This Agreement is binding upon and

shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns, provided that the Borrower's rights

under this Agreement are not assignable. Hudson may assign its rights and interests in this Agreement, the Loan Documents, and all documents

executed in connection with or related to this Agreement or the Loan Documents, at any time without the consent of or notice to Borrower.

10.6 No

Waiver. No failure to exercise and no delay in exercising,

on the part of Hudson, any right, remedy, power, or privilege hereunder or under the Loan Documents shall operate as a waiver thereof;

nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof

or the exercise of any other right, remedy, power, or privilege. Further, Hudson's acceptance of payment on account of the Note Balance

or other performance by Borrower after the occurrence of an Event of Default shall not be construed as a waiver of such Event of Default,

any other Event of Default, or any of Hudson’s rights or remedies.

10.7 Cumulative

Rights. The rights, remedies, powers, and privileges

herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

10.8 Application

of Payments. Hudson may apply any and all payments it receives from Borrower or any other party, and any proceeds of any Collateral,

to such portion of the Note Balance or Obligations as Hudson shall determine in its sole discretion.

10.9 Recommendation

of Counsel. Borrower acknowledges that Hudson has recommended that they each consult with counsel prior to execution of this

Agreement and represent that they either have done so or have knowingly waived the right to do so despite the express recommendation

of Hudson.

10.10 Consent

to Jurisdiction; Venue; Service of Process. This Agreement is to be construed in accordance with and governed by the internal

laws of the State of Nevada, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction

other than the internal laws of the State of Nevada to the rights and duties of the parties. Each Party hereby irrevocably submits to

the exclusive jurisdiction of the state and federal courts sitting in Clark County in the State of Nevada, for the adjudication of any

dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives,

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

court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit,

action or proceeding by mailing a copy thereof to such Party at the address set forth in Section 10.1 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, 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 TRANSACTION

CONTEMPLATED HEREBY.

10.11 Waiver

of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY

OR INDIRECTLY RELATING TO THIS AGREEMENT OR ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT,

TORT, OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE, OR ANY OTHER PERSON HAS REPRESENTED,

EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES

THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT.

10.12 Reimbursement

of Costs and Expenses. Borrower agrees to pay all

costs, fees, and expenses of Hudson (including attorneys' fees), expended or incurred by Hudson in connection with the negotiation, preparation,

administration, and enforcement of this Agreement, the Loan Documents, the Note Balance, the Obligations, any of the Collateral and all

fees, costs, and expenses incurred in connection with any bankruptcy or insolvency proceeding (including, without limitation, any adversary

proceeding, contested matter, or motion brought by Hudson or any other person). Without in any way limiting the foregoing, Borrower hereby

reaffirms its agreement under the applicable Loan Documents to pay or reimburse Hudson for certain costs and expenses incurred by Hudson.

10.13 Headings.

The section headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

10.14 Counterparts;

Electronic Execution. This Agreement may be executed

in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”)

format shall be effective as delivery of a manually executed counterpart of this Agreement.

[signature

page follows]

WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

HUDSON GLOBAL VENTURES, LLC

By:

/s/ Seth Ahdoot

Name:

Seth Ahdoot

Title:

Member

WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

URBAN-GRO, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

URBAN-GRO, CANADA TECHNOLOGIES, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

EX-10.3 — EXCHANGE AGREEMENT, DATED APRIL 20, 2026, BY AND BETWEEN HUDSON GLOBAL VENTURES, LLC AND URBAN-GRO, INC

EX-10.3

Filename: ea028770801ex10-3.htm · Sequence: 4

Exhibit 10.3

EXCHANGE

AGREEMENT

THIS

EXCHANGE AGREEMENT (the “Agreement”) is entered into as of April 20, 2026, (the “Effective Date”),

between Hudson Global Ventures, LLC (“Holder”), on the one hand, and urban-gro, Inc., a Delaware corporation on the

other hand (the “Company”), on the other hand. The Company and Hudson are sometimes herein referred to as, the “Parties,”

and each, sometimes, a “Party”.

RECITALS

WHEREAS,

on October 1, 2024, the Company and Grow Hill, LLC (“Grow Hill”) entered into that certain (i) Loan Agreement (the

“Loan Agreement”), pursuant to which the Company issued a Secured Promissory Note (the “Note”)

in the amount of $2,100,000 to Grow Hill, and (ii) Security Agreement (the “Security Agreement”, and collectively

with the Loan Agreement and the Note, the “Loan Documents”), granting Grow Hill a security interest in the Collateral

(as defined in the Loan Agreement) as security for all of the indebtedness and Obligations (as defined in the Loan Agreement) due to

Grow Hill under the Loan Agreement, including, without limitation, those arising from the Note (collectively, the “Loan Obligations”);

WHEREAS,

on April 20, 2026, Grow Hill assigned the Loan Agreement, Note, and Security Agreement to Holder, including, without limitation, the

Loan Obligations due thereunder in the principal amount of $1,952,666.69 (the “Note Balance”), to Holder (the assignment

thereof to Holder, the “Assignment”);

WHEREAS,

immediately after the Assignment, the Parties entered into that certain forbearance agreement (the “Forbearance Agreement”),

pursuant to which Holder agreed to forbear from exercising its rights and remedies available due to the Default under the Loan Documents

by the Company, in exchange for the outstanding balance due under the Note being increased to $2,800,000.00 (the “Note Balance”).

Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Forbearance Agreement;

WHEREAS,

the Company desires to issue 32,311 shares (the “Exchange Shares”) of the Borrower’s common stock, par value

$0.001 per share (“Common Stock”), having an aggregate value of $335,711.29 (the “Note Exchange Amount”),

with each Exchange Share being valued at $10.39, in exchange for the Note Balance being reduced by an amount equal to the Note Exchange

Amount;

WHEREAS,

the Parties agree that the Loan Agreement, and term loan associated therewith, along with any Advances made thereunder, represented a

“security”, as that term is commonly defined under the applicable rules and regulations of the Securities Act;

WHEREAS,

the Note may be amended or modified, with a written instrument signed by the Parties;

WHEREAS,

the transactions envisioned hereunder will be affected in compliance with, and will otherwise satisfy, all requirements of Section 3(a)(9)

of the Securities Act; and

WHEREAS,

the Parties now desire to enter into this Agreement to effectuate the exchange of the Note Exchange Amount for the Exchange Shares as

detailed hereinbelow.

NOW,

THEREFORE, in consideration of the mutual promises, covenants and agreements herein, and intending to be legally bound hereby, the

parties agree as follows:

1. Exchange;

Rule 144; Costs and Expenses; Closing.

(a) Exchange.

On the terms and subject to the conditions set forth in this Agreement, (i) Holder will, on the Free Trading Date (as defined below),

reduce the Current Note Balance by an amount equal to the Note Exchange Amount, and (ii) the Company will issue the Exchange Shares to

Holder, on or before 12:00 P.M. New York Time on the Trading Day immediately following the day this Agreement is executed, free and clear

of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description, other than restrictions

imposed by or arising under federal or state securities laws (the “Exchange”). The Exchange is being made in reliance

on the exemption from securities registration provided by Section 3(a)(9) of the Securities Act, and the Company agrees not to take any

position to the contrary. All Exchange Shares delivered hereunder shall be delivered via DWAC to Holder’s designated brokerage

account. Subject to the securities laws and regulations, the Company agrees to provide all necessary cooperation or assistance that may

be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free Trading

Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared

and approved for public resale by the compliance departments of Holder’s brokerage firm and the clearing firm servicing such brokerage,

and (b) such shares are held in the name of the clearing firm servicing Holder’s brokerage firm and have been deposited into such

clearing firm’s account for the benefit of Holder. For purposes of this Agreement, “Trading Day” shall mean

a day on which the Nasdaq Capital Market is open for the transaction of business.

(b) Holding

Period, Tacking, Legal Opinion. Holder and the Company agree that (i) for the purposes of Rule 144 (“Rule 144”)

of the Securities Act, the holding period of the Exchange Shares will include Holder’s holding period of the Note from October

1, 2024, which date is the date that the Note was originally issued, and (ii) the Exchange is being made in reliance on the exemption

from securities registration provided by Section 3(a)(9) of the Securities Act. The Company agrees not to take a position contrary to

this Section 1(b) in any document, statement, setting, or situation. The Company agrees to take all action necessary to issue the Exchange

Shares without restriction, and not containing any restrictive legend without the need for any action by Holder except as set forth in

this Section 1(b); provided, however, that the applicable holding period has been met. In furtherance thereof, prior to the Closing,

counsel to the Company shall provide an opinion that the Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale

restrictions which opinion shall be reasonably acceptable to counsel to Holder (“Rule 144 Opinion”). The Company represents

that it is in full compliance with the tests and standards set forth in Rule 144(c)(1) and Rule 144(i)(2) as of the date of this Agreement.

The Exchange Shares are being issued in substitution of and exchange for and in satisfaction of a portion of the Note equal to the Note

Exchange Amount. The Company acknowledges and understands that the representations and agreements of the Company in this Section 1(b)

are a material inducement to Holder’s decision to consummate the transactions contemplated herein. Holder will, to the extent required,

execute a representation letter in form and substance reasonably requested by the Company’s transfer agent to support the issuance

of the Rule 144 Opinion.

and Expenses. The Company will cover all costs and fees incurred by Holder (including reasonable attorneys’ fees) with respect

to the issuance of the Exchange Shares, including, without limitation, providing the requisite legal opinions necessary to effectuate

the restrictive legend removal, including, without limitation, the Rule 144 Opinion, and the DWAC of common shares to the brokerage accounts

designated by Holder, and any transfer agent fees associated with the transactions contemplated hereunder.

(d) Closing.

The consummation of the Exchange (the “Closing”), along with the delivery of the Exchange Shares to Holder shall occur

on the date that is mutually agreed to by the Company and Holder by means of the exchange by email of .pdf documents. At or prior to

the time the Exchange Shares are delivered to Holder, the Company shall deliver (i) copies of resolutions adopted by the board of directors

of the Company and certified by an executive officer of the Company authorizing the execution of this Agreement and delivery of, and

performance of the Company’s obligations under this Agreement, including but not limited to the issuance of the Common Stock, and

(ii) a legal opinion of the Company’s counsel, the form and substance of which opinion shall be reasonably satisfactory to Holder,

regarding, without limitation, validity of the issuance of the Exchange Shares, that the Exchange Shares issued hereunder qualify as

an exchange pursuant to Section 3(a)(9) of the Securities Act, and the availability of the tacking of holding periods pursuant to Rule

144. The Parties hereby agree and acknowledge that after the Closing of the Exchange, the remaining balance due under the Note will be

$2,464,288.71.

2. Representations

and Warranties of Holder. Holder hereby represents and warrants to the Company, all of which representations and warranties are true,

complete, and correct in all respects as of the date hereof and as of the Delivery Date (as defined below), as follows:

(a) Organization

and Qualification. Holder is a limited liability company, duly organized, validly existing and in good standing under the laws of

the State of Nevada. Holder is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction

in which the assets owned or leased by it or the character of its activities require it to be licensed or qualified or in good standing

(or equivalent status as applicable), except where the failure to be so licensed or qualified, individually or in the aggregate, has

not had and would not reasonably be expected to have a Material Adverse Effect.

(b) Authorization;

No Restrictions, Consents or Approvals. Holder has the requisite power and authority to enter into and perform its obligations under

this Agreement and to cancel its interest in, and to, a portion of the Note Balance equal to the Note Exchange Amount as of the Delivery

Date. This Agreement has been duly executed by Holder and constitutes the legal, valid, binding and enforceable obligation of Holder,

enforceable against Holder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement

of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable

remedies). The execution and delivery of this Agreement and the consummation by Holder of the transactions contemplated herein do not

and will not (A) conflict with or violate any of the terms of the articles of organization and operating agreement of Holder or any applicable

law relating to Holder, or (B) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination

of, any license, permit or other governmental authorization to which Holder is a party or by which Holder may be bound, or result in

the violation by Holder of any laws to which Holder may be subject, in each case in a manner which would prevent the execution or delivery

of this Agreement by Holder or would adversely affect the transactions contemplated herein.

Representations. Holder: (i) understands that the Exchange Shares have not been registered under the Securities Act or any other

applicable securities laws, and that the Exchange Shares are being offered pursuant to an exemption from the registration requirements

of the Securities Act afforded by Section 3(a)(9) of the Securities Act; (ii) is an “accredited investor” within the meaning

of Rule 501(a) of the Securities Act; and (iii) understands that the Exchange Shares may not be offered, sold or otherwise transferred

except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to

an exemption therefrom, and in each case in compliance with the conditions set forth in this Agreement.

(d) No

Broker Fees. Holder has not incurred and will not incur any liability for finder’s fees, brokerage commissions or similar payments

in connection with the transactions herein contemplated, including but not limited to receipt of the Exchange Shares.

3. Representations

and Warranties of the Company. The Company hereby represents and warrants to Holder, all of which representations and warranties

are true, complete, and correct in all respects as of the date hereof and as of the Delivery Date, as follows:

(a) Organization

and Qualification. The Company, and each of its subsidiaries, is a corporation and/or company duly organized, validly existing and

in good standing under the laws of each respective jurisdiction for which the Company and each of its subsidiaries was incorporated and/or

organized, as applicable and each of them has the corporate power and authority to own, lease or operate its assets and properties and

to conduct its business as now being conducted. The Company, and each of its subsidiaries, is duly licensed or qualified and in good

standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its

activities require it to be licensed or qualified or in good standing (or equivalent status as applicable), except where the failure

to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material

Adverse Effect.

(b) Authorization;

No Restrictions, Consents or Approvals. The Company, and each of its subsidiaries, has the requisite corporate power and authority

to enter into and perform such parties requisite obligations under this Agreement and to issue the Exchange Shares in accordance with

the terms hereof. The execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions

contemplated herein have been duly and validly authorized by all necessary corporate action, and no further consent or authorization

of the Company, any of the Company’s Board of Directors or its stockholders is required. Once executed, this Agreement will constitute

a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar

laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of

general application (including any limitation of equitable remedies).

The authorized capital stock of the Company, inclusive of common and preferred classes, and the shares thereof issued and outstanding

were as set forth in the Commission Documents as of the dates reflected therein. There are no agreements or arrangements under which

the Company is obligated to register the sale of any securities under the Securities Act, except as set forth in the Commission Documents.

No securities of the Company are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments,

understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company

or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights

convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course

of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements or as disclosed in the Commission

Documents. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities,

or with respect to equity securities issued pursuant to compensatory plans or arrangements, the Company is not a party to, and it has

no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. There are no securities

or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or the consummation of the transactions

described herein or therein, except as disclosed in the Commission Documents. The Company has filed with the Commission true and correct

copies of the Company’s Certificate of Incorporation as in effect on the Delivery Date (the “Charter”), and

the Company’s Bylaws as in effect on the Delivery Date (the “Bylaws”).

(d) Issuance

of Shares. The Common Stock to be issued under this Agreement has been duly authorized by all necessary corporate action on the part

of the Company. The Common Stock shall be validly issued and outstanding, fully paid and non-assessable and free from all liens, charges,

taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect to

the issue thereof, and Holder shall be entitled to all rights accorded to a holder of unregistered shares of Common Stock.

(e) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions

contemplated hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Charter or Bylaws,

(ii) conflict with or constitute a material default (or an event which, with notice or lapse of time or both, would become a material

default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed

of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its subsidiaries is

a party or is bound, (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or

decree applicable to the Company or any of its subsidiaries (including federal and state securities laws and regulations and the rules

and regulations of the Nasdaq Capital Market). Except as specifically contemplated by this Agreement or as may be required under any

federal or applicable state securities laws and applicable rules of the Nasdaq Capital Market, the Company is not required under any

federal, state or local rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with,

any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue

the Common Stock to Holder in accordance with the terms hereof (other than such consents, authorizations, orders, filings or registrations

as have been obtained or made prior to the Delivery Date).

(f) Commission

Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting.

(i) The

Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all filings

required to be filed with or furnished to the Commission by the Company under the Securities Act or the Exchange Act, including those

required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of the Exchange Act. As of the date of

this Agreement, no subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information

or other document with the Commission. As of its filing date, each Commission Document filed with or furnished to the Commission prior

to the date hereof and as of the Delivery Date complied in all material respects with the requirements of the Securities Act or the Exchange

Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or,

if amended or superseded by a filing prior to the date hereof and the Delivery Date, on the date of such amended or superseded filing).

The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company

under the Securities Act or the Exchange Act.

(ii) The

consolidated financial statements of the Company included or incorporated by reference in the Commission Documents, together with the

related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and its then

consolidated Subsidiaries as of the dates indicated, and the consolidated results of operations, cash flows and changes in stockholders’

equity of the Company and its then consolidated Subsidiaries for the periods specified (subject, in the case of unaudited statements,

to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance

with the published requirements of the Securities Act and the Exchange Act, as applicable, and in conformity with generally accepted

accounting principles in the United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments

to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to the extent they may

exclude footnotes or may be condensed or summary statements) during the periods involved. The summary consolidated financial data included

or incorporated by reference in the Commission Documents present fairly the information shown therein and have been compiled on a basis

consistent with that of the financial statements included or incorporated by reference in the Commission Documents, as of and at the

dates indicated. The pro forma condensed combined financial statements and the pro forma combined financial statements and any other

pro forma financial statements or data included or incorporated by reference in the Commission Documents comply with the requirements

of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation

of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect

to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation

of those statements and data. There are no financial statements (historical or pro forma) that are required to be included or incorporated

by reference in the Commission Documents that are not included or incorporated by reference as required. the Company and its Subsidiaries

do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable

interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not described in Commission

Documents which are required to be described in the Commission Documents. All disclosures contained or incorporated by reference in the

Commission Documents, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations

of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities

Act, to the extent applicable.

(iii) The

Company has timely filed all certifications and statements the Company is required to file under (A) Rule 13a-14 or Rule 15d-14under

the Exchange Act or (B) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to all Commission Documents

with respect to which the Company is required to file such certifications and statements thereunder.

(g) No

Material Adverse Effect; Absence of Certain Changes. Except as disclosed in the Commission Documents, since the date of the most

recent audited financial statements of the Company included or incorporated by reference in the Commission Documents, (a) there has not

occurred any Material Adverse Effect, or any development that would result in a Material Adverse Effect, and (b) the Company and its

Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice in all material

respects.

(h) No

Material Defaults. Neither the Company nor any subsidiary has defaulted on any installment on indebtedness for borrowed money or

on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.

the Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act indicating that it (i) has failed to pay any

dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or

on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.

(i) Material

Contracts. Neither the Company nor any of its Subsidiaries is in material breach of or default in any respect under the terms of

any material contract and, to the knowledge of the Company, as of the date hereof, no other party to any material contract is in material

breach of or default under the terms of any material contract. Each material contract is in full force and effect and is a valid and

binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, is a valid

and binding obligation of each other party thereto. the Company has not received any written notice of the intention of any other party

to a material contract to terminate for default, convenience or otherwise, or not renew, any material contract.

(j) Solvency.

The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the

United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any knowledge

that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings

for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors.

(k) Actions

Pending. There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company

is a party or to which any of the properties of the Company is subject other than proceedings that would have a Material Adverse Effect

on the Company and its subsidiaries, individually or in the aggregate, and there are no statutes, regulations, contracts or other documents

that are required to be described in any of the Commission Documents or to be filed as exhibits to any of the Commission Documents that

are not described or filed as required.

(l) Compliance

with Law. Neither the Company nor any of its subsidiaries have received written notice that any of such entities is/are not conducting

its business in compliance with all laws, rules and regulations of the jurisdictions in which the Company or any of its subsidiaries

is conducting business that are applicable to the Company or any of its subsidiaries, or any of their respective businesses or properties,

except where such non-compliance with such laws, rules and regulations would not result in a Material Adverse Effect.

(m) Certain

Fees. Neither the Company nor any Subsidiary has incurred or will incur any liability for any finder’s fees, brokerage commissions

or similar payments in connection with the transactions herein contemplated.

(n) Disclosure.

The Company confirms that neither it nor any other person acting on its behalf has provided Holder or any of its agents, advisors or

counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information concerning

the Company or any of its subsidiaries.

(o) Listing

and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and

the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating

such registration. The Company is not in receipt of an outstanding notice from the Trading Market to the effect that the Company is not

in compliance with the listing or maintenance requirements of the Trading Market. The Common Stock is eligible for participation in the

DTC book entry system and have shares on deposit at DTC for transfer electronically to third parties via DTC through the Direct Registration

System (“DRS”) or Deposit/Withdrawal at Custodian (“DWAC”) delivery system. the Company has not

received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic

trading or book-entry services by DTC with respect to the Common Stock are being imposed or is contemplated.

(p) No

Broker Fees. The Company has not incurred and will not incur any liability for finder’s fees, brokerage commissions or similar

payments in connection with the transactions herein contemplated, including but not limited to the issuance of the Exchange Shares.

(q) No

Reliance. The Company has not relied on and is not relying on any representations, warranties or other assurances regarding Holder

other than the representations and warranties expressly set forth in this Agreement.

(r) No

Other Consideration. (a) Holder is neither obligated nor required to contribute, and will not contribute, any cash or other property,

other than the reduction of the Note Balance by an amount equal to the Note Exchange Amount in exchange for the Exchange Shares; and

(b) the Company is not obligated to pay, and will not pay, any commission or any other remuneration of any kind in connection with the

solicitation for the Exchange and the issuance of the Exchange Shares.

(s) Independent

Legal Counsel. The Company warrants, represents, and agrees that in executing this Agreement, it does so with full knowledge of the

Company’s rights, and that the Company has received, or has had the opportunity to receive, independent legal, tax, and business

advice as to these rights. The Company has executed this Agreement as the result of arm’s length negotiations conducted by and

among the Parties and their respective counsel or advisors, and free of any fraud, duress, or undue influence

4. [Reserved].

5. Survival

of Representations and Warranties and Covenants. All of the representations, warranties and covenants

of Holder and the Company contained in this Agreement shall survive the Closing until the latest date permitted by applicable law. The

sections of this Agreement that by their nature are intended to survive the Closing will survive under the latest date permitted by applicable

law.

6. Defined

Terms. Capitalized terms used in this Agreement shall have the meanings ascribed to such terms as set forth below.

(a) “Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control

with a Person, as such terms are used in and construed under Rule 144 of the Securities Act.

(b) “Business

Day” means any day other than (i) Saturday or Sunday and (ii) any other day on which commercial banks in New York, New York

are authorized or required by applicable law to close.

Documents” shall mean those documents filed by the Company with the Securities and Exchange Commission since the filing of

the Company’s most recent Annual Report on Form 10-K. For purposes of this Agreement, all references to a registration statement

(on any form), or prospectus, or to any amendment or supplement thereto, or any other document filed by the Company pursuant to the Securities

Act or the Exchange Act, shall be deemed to include the most recent copy of any such document filed with the Commission through its Electronic

Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Applications system used by the Securities

and Exchange Commission (collectively, “EDGAR”).

(d)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission

thereunder.

(e) “Material

Adverse Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen

would likely have, any material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated

hereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any

effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and

its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably

can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its

obligations under this Agreement.

(f) “Securities

Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

(g)

“subsidiary” shall mean any corporation or other entity of which at least a majority of the securities or other ownership

interest having ordinary voting power for the election of directors or other persons performing similar functions are at the time owned

directly or indirectly by the Company and/or any of its other Subsidiaries.

(h) “Transaction

Documents” shall mean the Loan Documents and all other documents entered into in conjunction therewith.

7. General

Provisions.

(a) Governing

Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Nevada, without giving

effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the

State of Nevada to the rights and duties of the parties. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state

and federal courts sitting in Clark County in the State of Nevada, for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,

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

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives

personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to

such Party at the address set forth in Section 10.1 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 manner permitted by

law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, 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 TRANSACTION CONTEMPLATED HEREBY.

(b) Severability.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable for

any reason, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way, and the

parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect

of the invalid provision.

The waiver by either party of a breach of or default under any provision of this Agreement shall not be effective unless in writing and

shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement. Further,

any failure or delay on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder

shall not operate as a waiver of any such right or remedy or preclude other or further exercise thereof or of any other right or remedy.

(d) Notices.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address

as the party may specify in writing pursuant to this Section 7(d). Such notice shall be deemed given: (i) if delivered personally, upon

delivery as evidenced by delivery records; (ii) if sent by email, upon confirmation of receipt; (iii) if sent by certified or registered

mail, postage prepaid, five (5) days after the date of mailing; of (iv) if sent by nationally recognized express courier, one (1) Business

Day after date of delivery with such courier.

to Holder:

Hudson

Global Ventures, LLC

Linden Place, Suite 210

Great

Neck, NY 11021

Email:

to the Company:

Urban-gro,

Inc.

1715

Panorama Point, Unit G

Lafayette,

CO 80026

Attention:

Bradley Nattrass

Email:

(e) No

Third-Party Beneficiaries. Nothing in this Agreement shall be construed to confer any rights or benefits upon any person other

than the parties hereto, and no other person shall have any rights or remedies hereunder.

(f) Public

Announcements. The Parties acknowledge and agree that this Agreement and the terms hereof will be required for inclusion in a current

report on Form 8-K to be filed by the Company with the Securities and Exchange Commission no later than the business day immediately

following the Effective Date.

(g) Interpretation.

For purposes of this Agreement, the following rules of interpretation shall apply, except to the extent otherwise expressly provided

or the context otherwise requires:

(i) any

reference to “$” shall mean U.S. dollars;

(ii) references

to “Exhibit,” “Annex,” “Appendix,” “Article,” “Section” or “Sections”

in this Agreement refer to the corresponding exhibit, annex, article, section or sections, respectively, of this Agreement;

(iii) all

exhibits, appendices, and annexes attached hereto or referred to herein, are hereby incorporated in and made a part of this Agreement

as if set forth in full herein. Any capitalized terms used in any exhibit, appendix, annex but not otherwise respectively defined therein

shall be defined as set forth in this Agreement;

(iv) the

headings and captions of each exhibit, appendix, annex, article and section in this Agreement, are provided for convenience only and

shall not affect the construction or interpretation of this Agreement;

(v) any

reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;

(vi) the

words such as “herein,” “hereof,” “hereunder” and “herewith” in this Agreement refer

to this Agreement as a whole and not merely to a subdivision in which such words appear;

(vii) the

word “including” or any variation thereof means “including, without limitation” and shall not be construed to

limit any general statement that it follows to the specific or related items or matters immediately following it.

(h) Entire

Agreement; Provision Not Construed Against Drafting Party; Time is of the Essence. This Agreement, together with the Transaction

Documents, and all other documents referred to herein, constitutes the entire agreement between the Parties and supersedes all prior

oral and written agreements between the Parties hereto with respect to the subject matter hereof. This Agreement is: (1) the result of

negotiations by and between the Parties; (2) the product of the work and efforts of all Parties; and, (3) shall be deemed to have been

drafted by all Parties. Each Party has had the opportunity to be represented by independent legal counsel of its choice. In the event

of a dispute, no Party shall be entitled to claim that any provision should be construed against any other Party by reason of the fact

that it was drafted by one particular Party. Time is of the essence with respect to each and every provision of this Agreement.

(i) Continuing

Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Note and each of the other

Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions.

This Agreement shall not be effective or binding unless and until it is fully executed and delivered by the Parties. If there is any

conflict between the terms of this Agreement, on the one hand, and the Note or any other Transaction Document, on the other hand, the

terms of this Agreement shall prevail.

(j) Counterparts.

This Agreement may be executed in one or more counterparts (including fax, electronic mail and DocuSign counterparts) each of which

shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The exchange of copies of this

Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective

execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures

of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original

signatures for all purposes.

[Signature

page follows]

WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

HUDSON GLOBAL VENTURES, LLC

By:

/s/ Seth Ahdoot

Name:

Seth Ahdoot

Title:

Member

WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

URBAN-GRO, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

Apr. 20, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 20, 2026

Entity File Number

001-39933

Entity Registrant Name

URBAN-GRO,

INC.

Entity Central Index Key

0001706524

Entity Tax Identification Number

46-5158469

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1751

Panorama Point

Entity Address, Address Line Two

Unit G

Entity Address, City or Town

Lafayette

Entity Address, State or Province

Entity Address, Postal Zip Code

80026

City Area Code

720

Local Phone Number

390-3880

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value

$0.001 per share

Trading Symbol

UGRO

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration