Exhibit 10.7


 





LOAN EXTENSION
AGREEMENT


 


This Loan Extension
and Modification Agreement (the “Agreement”) is dated as of this 23rd day of March, 2018, by and between urban-gro
Inc., a Colorado corporation (the “Company”), Bradley Nattrass and Octavio Gutierrez,
individually, (hereinafter jointly referred to as the “Principals”) and Michael Sandy Bank. (“SB”).


 


Terms not otherwise
defined herein shall have the meaning ascribed to such terms in that certain 365-Day Promissory Note With Demand Repayment Provision
by and between the parties hereto (the “Promissory Note”).


 


WITNESSETH


 


WHEREAS,
the Company has issued the Promissory Note in favor of Michael Sandy Bank in the principal amount of $300,000 (the “Loan”),
which included various terms and conditions that the parties hereto wish to amend, including the maturity date of the Promissory
Note and revising the security for the Loan;


 


NOW, THEREFORE,
for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1. Extension
of Promissory Note. The maturity date of the Promissory Note is hereby extend from March 23, 2018 to March 23, 2019. Payments
of interest as provided in the Promissory Note shall continue as initially contemplated.


 


2. Release
of Security. SB hereby consents to and releases the Company from any and all obligations to provide security for the Loan,
including but not limited to granting SB a security interest in the assets of the Company. Further, SB hereby consents to and releases
the Principals from that Personal Guarantee of the Promissory Note.


 


3. Stock Pledge.
As part of the consideration for the provisions of Paragraphs 1 and 2 above, and as new security for the Loan, upon execution hereof
the Principals of the Company shall execute and deliver to the applicable escrow agent that certain Stock Pledge Agreement pledging
as security for the Loan an aggregate of Three Hundred Thousand (300,000) shares of the Company’s Common Stock owned by them
and all documents ancillary thereto required to “perfect” SB’s security. A copy of the Stock Pledge Agreement
is attached hereto and incorporated herein as if set forth.


 


4. Additional
Consideration – Warrants. As additional consideration herein, the Company hereby agrees to issue to SB and his assigns
Six Thousand, (6,000) Common Stock Purchase Warrants, each exercisable to purchase one shares of the Company’s Common Stock
at a price of $1 per share, which Warrants shall have a term of five (5) years. A copy of the applicable Warrant Agreement is attached
hereto as Exhibit “B”.


 


5. No Novation.
It is the intention and understanding of the parties hereto that this Agreement shall act as an extension of the Promissory Note
and that this Agreement shall not act as a novation of such note.


 


6. Balance
of Terms. All of the terms and conditions of the Promissory Note not specifically amended hereinabove shall remain in full
force and effect.


 


IN WITNESS
WHEREOF, intending to be legally bound, the parties hereto have caused this Agreement to be executed, effective as of the date
indicated hereon.


 


Dated: March 23,
2018


 


 





	 	/s/ Michael Sandy Bank                   
	 	Michael Sandy Bank
	 	 
	 	urban-gro, Inc.
	 	 
	 	By: /s/ Bradley Nattrass                 
	 	Bradley Nattrass, CEO
	 	 
	 	/s/ Bradley Nattrass                        
	 	Bradley Nattrass
	 	 
	 	/s/ Octavio Gutierrez                       
	 	Octavio Gutierrez