Exhibit 10.1


 


NEITHER THIS AMENDED & RESTATED
CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES UNDERLYING THIS AMENDED & RESTATED CONVERTIBLE PROMISSORY NOTE, NOR ANY SECURITIES
ISSUABLE UPON ITS CONVERSION, IF ANY, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS AMENDED & RESTATED CONVERTIBLE PROMISSORY NOTE
AND THE SECURITIES UNDERLYING THIS AMENDED & RESTATED CONVERTIBLE PROMISSORY NOTE, OR THE SECURITIES ISSUABLE UPON ITS CONVERSION,
IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
SUCH SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE SECURITIES ACT OR RECEIPT OF A NO-ACTION LETTER
FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”).


 


URBAN-GRO, INC.


 


AMENDED & RESTATED


CONVERTIBLE PROMISSORY NOTE


 


Dated: November __, 2020


(“Issuance
Date”)


 


FOR VALUE
RECEIVED URBAN-GRO, INC., a company organized under the laws of the state of Delaware (the
“Company”), hereby promises to pay to___      (the
“Payee”), or its registered permitted assigns, the principal amount of
[           ]
[         .00](USD) together with interest thereon calculated from the
Issuance Date (“Interest Commencement Date”) in accordance with the provisions of this Amended
& Restated Convertible Promissory Note (as amended, modified and supplemented from time to time, this
“Note”).


 


The Company and the
Payee hereby acknowledge and agree that this Note supersedes, amends and restates that certain Promissory Note dated October 18,
2018 between the Company, as borrower, and the Payee, as the same was amended on May 20, 2019 and February 21, 2020 (such note,
as amended from time to time, the “Original Note”) in its entirety, and all provisions of the Original
Note which are not contained herein or otherwise amended pursuant to this Note are terminated.


 


Certain capitalized terms are defined in Section 10
hereof.


 


1. Payment of Interest.
Interest on the unpaid principal amount of this Note shall accrue at a rate equal to twelve percent (12%) per annum (the “Interest
Rate”), beginning on the Interest Commencement Date; provided, that the interest rate shall increase to fourteen
percent (14%) so long as any Event of Default has occurred and is continuing. Interest on this Note shall be payable only (x) on
the Maturity Date pursuant to Section 2, (y) upon any conversion pursuant to Section


 


3, or (z) on the date of any prepayment
pursuant Section 4 (subject at all times to Payee’s right to convert pursuant to Section 3(d) below), in each case only in
the form of the Company’s Common Stock, Conversion Securities or Non-Qualified Conversion Securities as provided in the relevant
Section. In no event shall any interest to be paid under the Notes exceed the maximum rate permitted by law. In any such event,
the Note shall automatically be deemed amended to permit interest charges at an amount equal to, but not greater than, the maximum
rate permitted by law. Interest shall be computed on the basis of the actual number of days elapsed and a 365-day year.


 


2.  
Maturity Date. The entire principal amount of this Note shall be due and payable in full on December 31, 2021 (such
date, the “Maturity Date”) upon the tender of such Note by Payee, as provided in Section 3(b). The accrued
but unpaid interest on this Note through the Maturity Date, and so long thereafter until payment is tendered in full, shall be
due and payable in the form of the Company’s Common Stock upon the Maturity Date or any earlier prepayment date, in which
case the conversion price shall be the Alternative Conversion Price (as defined below).


 


 


 






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3.  
Conversion.


 


(a)  
Mandatory Conversion upon Qualified Offering. The principal and interest evidenced by this Note shall be mandatorily
converted upon the closing of a Qualified Offering into the identical security (the “Conversion Security”)
issued at such Qualified Offering as set forth in this Section 3(a). Upon the closing of a Qualified Offering the outstanding principal
amount of, and all accrued but unpaid interest through the date of such closing on, this Note will automatically be converted into
a number of shares of the Conversion Security equal to the number derived by dividing (x) the principal amount of the Note plus
any accrued and unpaid interest through the date of such closing thereon by (y) 75% of the price paid for the Conversion Security
by investors in connection with the Qualified Offering. Notwithstanding anything to the contrary in this Section 3(a), if the Conversion
Security in the case of a Qualified Offering ranks junior to the Common Stock in the event of a liquidation, dissolution or winding
up of the Company, then the principal and interest shall not automatically convert upon the closing of such Qualified Offering
and all the terms of this Note shall continue (including the terms of this Section 3 with respect to one or more subsequent Qualified
Offerings).


 


(b)  
Mandatory Conversion upon Alternative Conversion Event. In the event that a Qualified Offering has not occurred,
the principal and interest evidenced by this Note shall be mandatorily converted on the earlier of: (A) the Maturity Date; or (B)
immediately prior to (but subject to consummation of) a Business Combination (such event, an “Alternative Conversion
Event”). Upon the occurrence of the applicable Alternative Conversion Event, the outstanding principal amount of,
and all accrued but unpaid interest through the Alternative Conversion Event on, this Note will automatically be converted into
a number of shares of Common Stock equal to the number derived by dividing (x) the principal amount of the Note plus any accrued
and unpaid interest through the Alternative Conversion Event thereon by (y) the Alternative Conversion Price.


 


(c)   Voluntary
Conversion upon Non-Qualified Offering. If the Company consummates an offering of securities that constitutes a
Non-Qualified Offering, Payee may elect, in the exercise of its sole discretion, to convert this Note into a number of shares
of the identical security (the “Non-Qualified Conversion Security”) issued pursuant to such
Non-Qualified Offering equal to the number derived by dividing (x) the principal amount of the Note plus any accrued and
unpaid interest through the date of such closing thereon by (y) 75% of the price paid for the Non-Qualified Conversion
Securities by investors in connection with the Non-Qualified Offering.


 


(d)  
Voluntary Conversion upon Prepayment. In the event that the Company elects to prepay this Note, in whole or in part,
pursuant to Section 4 hereof, Payee may elect, in the exercise of its sole discretion, to convert this Note into a number of shares
of Common Stock equal to the number derived by dividing (x) the principal amount of the Note plus any accrued and unpaid interest
through the date of prepayment by (y) the Alternative Conversion Price.


 


(e)  
Elective Voluntary Conversion. At any time after the one hundred twentieth (120th) day following the Issuance
Date, and with five (5) business days advanced written notice to the Company, Payee may elect, in the exercise of its sole discretion,
to convert this Note into a number of shares of Common Stock equal to the number derived by dividing (x) the principal amount of
the Note plus any accrued and unpaid interest through the date of conversion by (y) the Alternative Conversion Price.


 


(f)   
Fractional Shares. No fractional shares shall be issued upon a conversion. In lieu of any fractional shares to which
Payee would otherwise be entitled, the Company shall round up to the nearest whole share.


 


(g)  
Notice of Conversion. Upon the conversion of this Note into Conversion Securities, Non-Qualified Conversion Securities
or Common Stock, as applicable, pursuant hereto, the Payee shall deliver a dated and signed notice of conversion (the “Notice
of Conversion”), a copy of which is attached to this Note as Exhibit A, acknowledging the conversion of the
full principal amount of this Note and any accrued but unpaid interest through the date of such conversion into Conversion Securities,
Non-Qualified Conversion Securities or Common Stock, as applicable. Notices of Conversion shall be deemed delivered on the date
sent, if personally delivered, to the Company’s Chief Executive Officer at the Company’s principal place of business,
or when actually received if sent by another method. The Notice of Conversion shall be accompanied by the original Note.


 


 


 






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(h)  
Issuance of Conversion Securities, Non-Qualified Conversion Securities or Common Stock. As soon as possible after
the conversion has been effected (but in any event within two (2) Business Days), the Company shall deliver to the converting Payee
a certificate or certificates representing the Conversion Securities, Non-Qualified Conversion Securities or Common Stock, as applicable,
issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Payee has
specified. The issuance of Conversion Securities, Non-Qualified Conversion Securities or Common Stock upon conversion of this Note
shall be made without charge to the holder hereof in respect thereof or other cost incurred by the Company or acquirer in connection
with such conversion. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to ensure
that the Conversion Securities, Non-Qualified Conversion Securities or Common Stock issuable upon conversion of the Note shall
be validly issued, fully paid and nonassessable.


 


(i) Reservation of
Common Stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of capital
stock, solely for the purpose of issuance upon conversion hereunder or pursuant to the terms of any Conversion Securities or Non-Qualified
Conversion Securities, such number of shares of Common Stock or other capital stock issuable upon conversion. All shares of such
capital stock which are so issuable shall, when issued, be duly and validly issued, fully paid and non-assessable and free from
all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of capital
stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities
exchange upon which such shares of capital stock.


 


4.  
Prepayment. The principal amount of this Note may be prepaid, in whole or in part, at any time from time to time
at the option of the Company, together with accrued interest through the date of prepayment, which interest shall be paid in the
form of the Company’s Common Stock, in which case the conversion price shall be the Alternative Conversion Price; provided,
that any prepayment will at all times be subject to Payee’s conversion right set forth in Section 3(d) hereof; provided,
further, that in no event shall the Company be required or permitted to pay the principal amount of this Note in cash without
the prior written consent of Bridging Finance Inc. (“Bridging”).


 


5.   Subordination.
Payee agrees, by its acceptance of this Note, for itself and for each future permitted holder (if any) of this Note, that the
obligations evidenced by this Note (the “Subordinated Obligations”) are expressly subordinate and
junior in right of payment to all principal amounts of, and accrued interest on (including, without limitation, any interest
that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Company), Bridging or its successors or assigns (collectively, the “Senior
Obligations”). For purposes of this Note, “subordinate and junior in right of payment” shall mean
that no part of the Subordinated Obligations shall have any claim to the Company’s assets on parity with or prior to
the claim of the Senior Obligations. In the event the Payee receives payment in respect of the Senior Obligations in
contravention of the previous sentence on account of not having knowledge of the continuance of an event of default in
respect of any of the Senior Obligations, the Payee shall pay over to the Company, or a receiver or trustee of the Company as
applicable, an amount equal to the amount so received promptly upon request therefor. Payee further agrees that (1) upon any
distribution of money or assets, or readjustment of the indebtedness of the Company, whether by reason of foreclosure,
liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action
or proceeding involving the Subordinated Obligations, or the application of the assets of the Company to the payment or
liquidation thereof, the creditors holding Senior Obligations shall be entitled to receive payment in full of all of the
Senior Obligations prior to the payment of any part of the Subordinated Obligations; and (2) during the continuance of any
default under this Note, Payee shall not ask for, demand, sue for, take or receive any payments with respect to all or any
part of the Subordinated Obligations or any security therefor, whether from the Company or any other source, unless Payee
shall have provided Bridging with at least ninety (90) day’s advanced written notice or the Senior Obligations owing to
Bridging have been paid in full or otherwise satisfied. Bridging is intended to be a third party beneficiary of Section 4
hereof and this Section 5 and may enforce the provisions of Section 4 and this Section 5 including against the Company and
the Payee jointly or severally, and Section 4 hereof and this Section 5 may not be amended at any time while any Senior
Obligations are owing to Bridging, without the prior written consent of Bridging. For the avoidance of doubt, (i) the
obligations evidenced by this Note are not hereby subordinated to any other indebtedness of the Company other than the Senior
Obligations and (ii) except as expressly set forth in this Section 5, nothing in this Note limits or restricts Payee’s
right to enforce its rights and remedies under this Note, it being understood and agreed by Payee that its rights to payment
or collateral, if any, as a remedy to any default hereunder shall be junior to that of the Senior Obligations.


 


 


 






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6. Method of Payments.


 


(a)  
Payment. Subject to the terms of this Note, the Company shall pay all sums for principal, interest, or otherwise
becoming due on this Note held by the Payee not later than 5:00 p.m. Colorado time, on the date such payment is due, in immediately
available funds, in accordance with the payment instructions that the Payee may designate in writing, without the presentation
or surrender of such Note or the making of any notation thereon. Any payment made after 5:00 p.m. Colorado time, on a Business
Day will be deemed made on the next following Business Day. If the due date of any payment in respect of this Note would otherwise
fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day, and interest shall
be payable on any principal so extended for the period of such extension. All amounts payable under this Note shall be paid free
and clear of, and without reduction by reason of, any deduction, set-off or counterclaim.


 


(b)  
Replacement. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note and, in the case of any such loss, theft or destruction of this Note, upon receipt of an indemnity reasonably satisfactory
to the Company or, in the case of any such mutilation, upon the surrender and cancellation of this Note, the Company, at its expense,
will execute and deliver, in lieu thereof, a new Note of like tenor and dated the date of such lost, stolen, destroyed or mutilated
Note.


 


7. Representations,
Warranties and Agreements of the Company. The Company represents, warrants and covenants to Payee as of the date hereof and,
with respect to Sections 7(l), (m) and (n) only, for so long as this Note remains outstanding, as follows:


 


(a)  
Due Incorporation, Corporate Power, Qualification. The Company (i) is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware; (ii) has the power and authority to own, lease and operate its properties
and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign
corporation in each jurisdiction where the failure to be so qualified or licensed would reasonably be expected to have a material
adverse effect.


 


(b)  
Authority. The execution, delivery and performance by the Company of this Note and the consummation of the transactions
contemplated hereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the
part of the Company.


 


(c)  
Enforceability. This Note and each other document executed, or to be executed, by the Company in connection with
this Note has been, or will be, duly executed and delivered by the Company and constitutes, or will constitute, a legal, valid
and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy,
insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally
and general principles of equity.


 


(d)  
Non-Contravention. The execution and delivery by the Company of this Note and the performance and consummation of
the transactions contemplated hereby do not and will not: (i) violate the Company’s Certificate of Incorporation or Bylaws;
(ii) violate in any material respect any provision of, or result in the breach or the acceleration of, or entitle any other Person
to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument
or contract to which the Company is a party or by which it is bound; (iii) result in the creation or imposition of any lien upon
any property, asset or revenue of the Company, or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material
permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties;
or (iv) violate any law applicable to the Company or by which any of its properties or assets may be bound.


 


(e)  
Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental
authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution
and delivery of this Note executed by the Company and the performance and consummation of the transactions contemplated thereby,
other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable
securities laws as may be required in connection with the transactions contemplated by this Note.


 


 


 






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(f)   
Completeness of Disclosures. The Company has made available to Payee all the information reasonably available to
the Company that Payee has requested for deciding whether to purchase this Note and the Company has disclosed to Payee all other
matters known to it that, either individually or in the aggregate, would reasonably be expected to have a material adverse effect.
Any information furnished by or on behalf of the Company to Payee in connection with the transactions contemplated hereby and the
negotiation of this Note or delivered hereunder or in connection herewith (as modified or supplemented by other information so
furnished), taken as a whole, do not contain any material misstatement of fact or omit to state any material fact necessary to
make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not misleading;
provided, that, with respect to any projected or pro forma financial information, the Company represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation and delivery
(it being understood that such projected or pro forma information may vary from actual results and that such variances may be material).


 


(g)  
Issuance of the Securities. The securities issued upon the conversion of this Note will, when issued, be duly and
validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer
provided for under applicable law or hereunder.


 


(h) SEC Reports; Financial Statements.


 


(i) 
As of its filing date, the Form 10-K filed by the Company with the SEC on May 18, 2020 (the “Form 10-K Date”),
the Form 10-Qs filed by the Company following the Form 10-K Date, the Form 8-Ks filed by the Company following the Form 10-K Date,
and all other reports filed by the Company with the SEC pursuant to the Securities Act and the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”), following the Form 10-K Date (such filings, collectively, the “Company
SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act, the Exchange
Act, and the Sarbanes-Oxley Act of 2002, as the case may be, including, in each case, the rules and regulations promulgated thereunder.


 


(ii)   
Except to the extent that information contained in the Company SEC Reports has been revised or superseded by a document
the Company subsequently filed with the SEC, the Company SEC Reports do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


(iii)  
The financial statements (including the related notes thereto) included in the Company SEC Reports comply as to form in
all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto,
have been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) (“GAAP”) and fairly present in all material
respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and their respective consolidated
results of operations and cash flows for the periods then ended, all in accordance with GAAP and the applicable rules and regulations
promulgated by the SEC. Since November 3, 2020, the Company has not made any change in the accounting practices or policies applied
in the preparation of its financial statements, except as required by GAAP, the rules of the SEC or policy or applicable law.


 


(iv)  
Subsequent to the filing of the Company SEC Reports with the SEC, there has been no material and adverse change or development,
or event involving such a prospective change, in the condition, business, properties or results of operations of the Company and
its Subsidiaries.


 


(i) Capitalization. The
capitalization of the Company is as set forth in the Company’s SEC Reports, and the Company has not issued any material
amount of capital stock since November 3, 2020. Except as set forth in the Company’s SEC Reports, the issuance and sale
of the securities upon the conversion of this Note will not obligate the Company to issue shares of Common Stock or other
securities to any Person (other than Payee) and will not result in a right of any holder of Company securities to adjust the
exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of
the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all
federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of
Directors of the Company or others is required for the issuance and sale of the securities upon the conversion of this Note.
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the
Company’s stockholders.


 


 


 






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(j) Exchange Act Registration.
The Common Stock is registered pursuant to Section 12(b) or 12(g) 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 SEC is contemplating terminating such registration.


 


(k) Private Placement.
Assuming the accuracy of the Payee’s representations and warranties set forth below, no registration under the Securities
Act is required for the offer and sale of this Note.


 


(l) Negative Covenants.
For so long as the Note remains outstanding, the Company shall not, without the prior written approval of Payee:


 


(i) 
directly or indirectly, purchase or redeem any shares of capital stock of the Company other than repurchases of stock from
former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in
connection with the cessation of such employment or service at the lower of the original purchase price or the then current fair
market value thereof (as determined in good faith by the Board of Directors of the Company);


 


(ii) 
pay or declare any dividend or make any distribution on any shares of capital stock of the Company; or


 


(iii) 
subordinate this Note to any other obligation of the Company, except for the Senior Obligations.


 


(m) Notices. The
Company will promptly notify Payee in writing of (1) the occurrence of any Event of Default, (2) any proposed Qualified Offering,
Non-Qualified Offering or Business Combination, and (3) any material action, suit or proceeding at law or in equity or by or before
any governmental instrumentality or other agency.


 


(n) Legend
Removal. As of, and at any time following, the date upon which the: (i) securities issuable upon conversion of the Note
are eligible to be sold without restriction under Rule 144 promulgated under the Securities Act (“Rule
144”); and (ii) Payee has held the Note, or securities issued upon the conversion of the Note, for an aggregate
period of twelve (12) months, at Payee’s request the Company will cause the Company’s transfer agent to remove
any legends affixed to such securities at the Company’s sole cost and expense. In connection therewith, if required by
the Company’s transfer agent, the Company will, at the Company’s expense, promptly cause an opinion of counsel to
be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions
required by the transfer agent that authorize and direct the transfer agent to issue such securities without any such
legend.


 


8. Representations,
Warranties and Agreements of Payee. Payee represents and warrants to the Company as of the date hereof and covenants and agrees
as follows:


 


(a)  
Authority. The execution, delivery and performance by Payee of this Note and the consummation of the transactions
contemplated hereby (i) are within the power of Payee and (ii) have been duly authorized by all necessary actions on the part of
Payee.


 


(b)  
Enforceability. This Note and each other document executed, or to be executed, by Payee in connection with this Note
has been, or will be, duly executed and delivered by Payee and constitutes, or will constitute, a legal, valid and binding obligation
of Payee, enforceable against Payee in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of
general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.


 


(c)  
Securities Law Compliance. Payee has been advised that the Note and the underlying securities have not been registered
under the Securities Act and any applicable state securities laws and, therefore, cannot be resold unless it or they are registered
under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available.
Payee is aware that the Company is under no obligation to affect any such registration with respect to the Note or the underlying
securities or to file for or comply with any exemption from registration. Payee has not been formed solely for the purpose of making
this investment and is purchasing the Note for its own account for investment, not as a nominee or agent, and not with a view to,
or for resale in connection with, the distribution thereof, and Payee has no present intention of selling, granting any participation
in, or otherwise distributing the same. Payee has such knowledge and experience in financial and business matters that Payee is
capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing
Payee’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Payee
is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and shall
submit to the Company such further assurances of such status as may be reasonably requested by the Company. The residency of Payee
(or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth beneath
Payee’s name on the signature page hereto.


 


 


 






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(d)  
No “Bad Actor” Disqualification Events. Neither (i) Payee, (ii) any of its directors, executive officers,
general partners or managing members, nor (iii) any beneficial owner of any of Payee’s voting equity securities (in accordance
with Rule 506(d) of the Act) if such beneficial owner is deemed to own 20% or more of Payee’s outstanding voting securities
(calculated on the basis of voting power) is subject to any disqualifications described in Rule 506(d)(1)(i) through (viii) of
the Securities Act (“Disqualification Events”), except for Disqualification Events covered by Rule 506(d)(2)(ii)
or (iii) or (d)(3) under the Securities Act and disclosed reasonably in advance of the date hereof in writing in reasonable detail
to the Company.


 


(e)  
Investigation. Payee has conducted its own independent investigation and analysis of the Company. In entering into
this Note, Payee has relied solely upon its own investigation and analysis and the representations and warranties of the Company
contained herein. Payee acknowledges that, other than as expressly set forth in this Note, neither the Company nor any of its respective
directors, officers, employees, Affiliates, agents or representatives make any representation or warranty, either express or implied,
as to the accuracy or completeness of any of the information provided or made available to Payee or its agents or representatives
prior to the execution of this Note. Payee is not relying upon any representation, warranty or agreement with respect to the accuracy
or completeness of the information (written or oral) provided to Payee in connection with the transactions contemplated hereby,
or with respect to the appropriateness, suitability or sufficiency of such information for the purpose of enabling Payee to evaluate
such investment, other than the representations, warranties and agreements of the Company expressly contained in this Note. Payee
acknowledges that it has received all information requested by it to make an investment decision.


 


(f)   
No General Solicitation. Neither Payee, nor any of its directors, officers, employees, Affiliates, agents or representatives
has either directly or indirectly, including, through a broker or finder: (a) engaged in any general solicitation or (b) published
any advertisement in connection with the offer and sale of this Note. Payee either has a preexisting personal or business relationship
with the Company or its directors, officers, employees, Affiliates, agents or representatives.


 


(g)  
Legends. Payee understands that any Conversion Securities, Non-Qualified Conversion Securities or Common Stock issued
pursuant to this Note may be notated with one or all of the following legends:


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
SUCH LAWS.”


 


Subject to the market
stand-off provisions set forth below in Section 8(h), the requirement that the Conversion Securities, Non-Qualified Conversion
Securities or Common Stock contain the legend set forth above shall cease and terminate as provided in Section 7(n) above or when
such securities are transferred pursuant to Rule 144. In connection with the consummation of any transfer of shares pursuant to
Rule 144, the Company shall, upon surrender of certificates containing such legend and, if reasonably required by the Company,
subject to receipt of an opinion of counsel reasonably acceptable to the Company (at Company’s expense), cause to be delivered
to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates
evidencing such securities not bearing such legend.


 


 


 






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(h) Market Stand-Off.
In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act (including, without limitation, a Qualified Offering or a Non-Qualified Offering), Payee
agrees that it shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell
any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of
or transfer, or agree to engage in any of the foregoing transactions with respect to (“Transfer”) any
shares of Conversion Securities, Non-Qualified Conversion Securities or Common Stock (including Common Stock underlying Conversion
Securities or Non-Qualified Conversion Securities) acquired pursuant to this Note without the prior written consent of the Company
or its managing underwriter(s). Such restriction (the “Market Stand-Off”) shall be in effect for such
period of time following the date of the final prospectus for the applicable offering as may be requested by the Company or such
underwriter(s). In no event, however, shall such period exceed 180 days, plus such additional period as may reasonably be requested
by the Company or such underwriter(s) to accommodate regulatory restrictions on (i) the publication or other distribution of research
reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in FINRA Rule 2711(f)(4)
or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. Notwithstanding the forgoing, in the event that any
beneficial owner of one percent (1%) or more of the Company’s Common Stock shall be subject to a market stand-off period
that is less restrictive than the Market Stand-Off period provided for herein, then Payee shall be afforded the benefits of such
less restrictive Market Stand-Off period on a pro rata basis (based on the total number of shares of Common Stock beneficially
held by all holders of the Company). The Market Stand-Off shall in any event terminate two years after any Qualified Offering or
Non-Qualified Offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration,
any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Conversion
Securities, Non-Qualified Conversion Securities or Common Stock subject to the Market Stand-Off, or into which such Conversion
Securities, Non-Qualified Conversion Securities or Common Stock thereby becomes convertible, shall immediately be subject to the
Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the
Conversion Securities, Non-Qualified Conversion Securities or Common Stock acquired pursuant to this Note until the end of the
applicable stand-off period. The Company’s underwriters shall be intended third-party beneficiaries of the agreement set
forth in this Section 8(h) and shall be entitled to enforce the provisions hereof as if they were a party hereto. Payee further
agrees to execute such agreements as may be reasonably requested by the underwriters in connection with an underwritten public
offering that are consistent with this Section 8(h) or that are necessary to give further effect thereto.


 


9. Events of Default.
If any of the following events take place prior to the earlier of (x) any conversion pursuant to Section 3 or (y) the payment in
full of the obligations evidenced by this Note (each, an “Event of Default”), Payee at its option may,
so long as such event exists, declare all principal and accrued and unpaid interest thereon and all other amounts payable under
this Note immediately due and payable; provided, that this Note shall automatically become due and payable without any declaration
in the case of an Event of Default specified in clause (b), (c), (d), or (e), below:


 


		(a)	The Company shall fail to pay when due any principal payment on the due date hereunder and such
payment shall not have been made within two (2) Business Days thereafter;



 


		(b)	The Company files a petition in voluntary bankruptcy or requests reorganization under any provision
of any bankruptcy, reorganization or insolvency law or consents to the filing of any petition against it under such law;



 


		(c)	Proceedings for the appointment of a receiver, trustee or custodian of the Company or of all or
a substantial part of the assets or property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization
or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter
in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty
(60) days of commencement;



 


		(d)	The Company makes a formal or informal general assignment for the benefit of its creditors, or
admits in writing its inability to pay debts generally when they become due, or consents to the appointment of a receiver or liquidator
of the Company or of all or substantially all of its property;



 


 


 






    	 	8	 



     


    

 


		(e)	The Company dissolves, liquidates or ceases business activity, or transfers all or substantially
all of its assets to an unaffiliated third party;



 


		(f)	Any material inaccuracy of any representation or warranty of the Company set forth in this Note;
or



 


		(g)	The Company materially breaches any of its agreements set forth in this Note, unless such breach
is capable of cure, in which case the Company shall have fifteen (15) days to cure such breach following written notice from Payee.



 


10. Definitions.


 


“Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under
common control with such Person, including without limitation any general partner, managing member, officer, director or trustee
of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one
or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser
with, such Person.


 


“Alternative
Conversion Price” means US $0.60 (sixty cents US), which price shall be adjusted for any stock split (reverse
or forward), stock dividend, combination, or other recapitalization or reclassification of the Common Stock effected after
the date hereof but prior to the repayment or conversion of the Note in accordance with the terms hereof; provided,
that if Payee reasonably believes that the fair market value per share of the Common Stock as of the applicable date of
determination is less than US $0.60 (sixty cents US), then Payee shall have the right to require a Fair Valuation of the
Company’s Common Stock and the price resulting from such Fair Valuation shall be the “Alternative
Conversion Price”.


 


“Business
Combination” means (i) the consummation of a merger or consolidation of the Company with or into another entity (except
a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation
continue to hold a majority of the outstanding voting securities of the capital stock of the Company or the surviving or acquiring
entity immediately following the consummation of such transaction); (ii) the closing of the transfer (whether by merger, consolidation
or otherwise), in a single transaction or series of related transactions, to a “person” or “group” (within
the meaning of Section 13(d) and Section 14(d) of the Exchange Act) of the Company's capital stock if, after such closing, such
person or group would become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than
50% of the outstanding voting securities of the Company (or the surviving or acquiring entity); or (iii) the closing of the sale,
transfer or other disposition, in a single transaction or series of related transactions, of all or substantially all of the Company's
assets. For the avoidance of doubt, a transaction will not constitute a “Business Combination” if its sole purpose
is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company's securities immediately prior to such transaction.


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the
conduct of substantially all of their activities.


 


“Common Stock”
means the common stock of the Company, par value $0.001 per share.


 


“Fair Valuation”
means, (a) if the Common Stock is then listed and trading on a domestic securities exchange, (x) the volume weighted average of
the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at
the time be listed, or (y) if there have been no sales of the Common Stock on any such exchange on any such day, the average of
the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; or (b) if at the applicable
time of determination, the Common Stock is not listed on any domestic securities exchange, the “Fair Valuation” of
the Common Stock shall be the fair market value per share as determined by a nationally recognized investment banking, accounting
or valuation firm selected by the Company and reasonably acceptable to Payee. The determination of such firm shall be final and
conclusive, and the fees and expenses of such valuation firm shall be borne by the Company unless the fair market value per share
of the Common Stock, as determined by such firm is US $0.60 (fifty cents US) or more, in which case the fees and expenses of such
valuation firm shall be borne by Payee.


 


“Non-Qualified
Offering” means the closing of the sale of the securities of the Company, whether in a private offering or pursuant
to an effective registration statement under the Securities Act, resulting in less than $2,500,000.00 of gross proceeds to the
Company.


 


 


 






    	 	9	 



     


    

 


“Person”
means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a
partnership, a limited liability company, a trust or other entity.


 


“Qualified
Offering” means the closing of the sale of the securities of the Company, whether in a private placement or pursuant
to an effective registration statement under the Securities Act resulting in at least $2,500,000.00 of gross proceeds to the Company.


 


11. Successors and Assigns; Transfer of this Note.


 


(a)            
Subject to the restrictions on transfer described in this Section 11, the rights and obligations of the Company and Payee
shall be binding upon and benefit the permitted successors, assigns, heirs, administrators and transferees of the parties.


 


(b)            
Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise,
in whole or in part, by either party without the prior written consent of the other party; provided, that notwithstanding
the forgoing, Payee may at any time and from time to time assign to one or more Affiliates of Payee all or any portion of its rights
and obligations under this Note.


 


(c) Payee may not pledge
or grant a security interest in all or any portion of its rights under this Note to secure any obligations of the Payee.


 


12. Waiver and
Amendment. Subject to Section 5 hereof, any provision of this Note may be amended, waived or modified only upon the written
consent (including by electronic mail) of the Company and Payee.


 


13. Notices.All
notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing
and faxed, transmitted via electronic mail message, mailed or delivered to each party at the respective addresses, facsimile numbers,
or email addresses of the parties as set forth on the signature page hereto, or at such other address, facsimile number, or email
address as the Company or Payee shall have furnished to the other party in writing. All such notices and communications will be
deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified; (b) when sent,
if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business
hours, then on the recipient’s next business day; (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (iv) one (1) Business Day after the Business Day of deposit with a nationally recognized
overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt.


 


14. Payment.
Any payment required pursuant to the terms of this Note shall be made in lawful tender of the United States and in immediately
available funds.


 


15. Waivers.
Subject to the notice requirements set forth in Section 13, the Company hereby waives notice of default, presentment or demand
for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.


 


16. 
Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and
construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State
of New York, or of any other state, providing for the application of the laws of any other jurisdiction.


 


17. 
Waiver of Jury Trial. Each of the Company and Payee hereby agrees to waive its respective rights to a jury trial
of any claim or cause of action based upon or arising out of this Note.


 


18. 
Fees and Expenses. Each party shall be responsible for its own fees and expenses incurred in connection with the
negotiation, execution and delivery of this Note. The Company shall pay (a) all reasonable and documented out of pocket expenses
incurred by Payee (including the reasonable fees, charges and disbursements of one firm of counsel for Payee) in connection with
any amendments, modifications or waivers of the provisions hereof which are made at the request of the Company, and (b) all reasonable
and documented out of pocket expenses incurred by Payee (including the fees, charges and disbursements of one firm of counsel for
the Payee) in connection with the enforcement or protection of its rights (i) in connection with this Note or (ii) in connection
with the indebtedness hereunder, including all such reasonable and documented out of pocket expenses incurred during any workout,
restructuring or negotiations in respect of such indebtedness.


 


 


 






    	 	10	 



     


    

 


19. 
Headings. The headings of the sections and paragraphs of this Note are inserted for convenience only and do not constitute
a part of this Note.


 


20. 
Severability. If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


21. 
Cancellation. After all principal, premiums (if any) and accrued interest at any time owed on this Note have been
paid in full, or this Note has been converted, this Note will be surrendered to the Company for cancellation and will not be reissued.


 


22. 
Counterparts; Electronic Signature. This Note may be executed in any number of counterparts and with counterpart
signature pages delivered via facsimile or other electronic transmission, and each such counterpart and counterpart signature page
shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.


 


**********************************************


 


 


 






    	 	11	 



     


    

 


IN WITNESS WHEREOF, the Company has executed
and delivered this Amended & Restated Convertible Promissory Note on the date first written above.


 


	 	COMPANY:
	 	 
	 	URBAN-GRO, INC.
	 	 
	 	By: _____________________
	 	Name: Bradley Nattrass
	 	Title: Chief Executive Officer
	 	 
	 	ADDRESS:
	 	 
	 	1751 Panorama Point, Unit G
	 	Lafayette, CO 80026
	 	Email: brad@urban-gro.com 


 


 


PAYEE:


 


By: ____________________


Name:


Title:


 


ADDRESS:


 


____________________


____________________


Email: ______________ 


 


 


 


 


Signature Page to Amended & Restated
Convertible Promissory Note






    	 	12	 



     


    

 


EXHIBIT A


 


NOTICE
OF CONVERSION


 


(To Be Signed Only Upon Conversion of the

Amended & Restated Convertible Promissory Note)


 


The undersigned, the holder of the enclosed Amended &
Restated Convertible Promissory Note (the “Note”) hereby surrenders such Note for conversion into
shares of [_____] Common Stock, [_______________] Conversion Securities or [________________]
Non-Qualified Conversion Securities [check one] of urban-gro, Inc. (the “Shares”) to the
extent of
$                              unpaid
principal amount and any accrued and unpaid interest of such Note, and requests that the certificates for such shares be
issued in the name of, and delivered to:


 





	Name:   	 
	 	 
	Address:   	 
	 	 
	 	 
	 	 



 


 


Acknowledgement and Agreement. The undersigned, acknowledges
and agree that the undersigned: (a) is purchasing the Shares in accordance with and subject to the terms and conditions of the
Note, a copy of which the undersigned has read and understands and to which the undersigned hereby expressly assents, and (b) that
the Shares shall remain subject to the legend and market stand-off obligations set forth in Section 8(g) and Section 8(h) of the
Note following conversion. This understanding, acknowledgment and agreement shall inure to the benefit of and be binding on my
heirs, executors, administrators, successors and assigns.


 





	Dated: __/__/20__	PAYEE:
	 	 
	 	 
	 	 
	 	(Signature must conform in all respects to name of Payee as
specified on the face of the Note)
	 	 
	 	 
	 	 
	 	(Address)
	 	 



 


 


 






    	 	13