Exhibit 10.10


 


Investor
Relations Services Agreement


 


AGREEMENT
made as of the 2nd day of September, 2015 by and between Urban Hydroponics, Inc. (Hereinafter referred to as "Client")
and Hilton Advisory Group, Inc. (hereinafter referred to as "HAG") for the following services. 


 


Phase
1 (2 weeks)


		●	Corporate
                                         Investor Relations Website



		●	Corporate
                                         Video



 


Phase
2 (2 weeks)


		●	Content
                                         (On & Off Site)



		●	Social
                                         Media



		●	Outbound
                                         (email, articles and PR’s)



 


Phase
3 (2 months)


		●	Send
                                         monthly newsletter



		●	Build
                                         and nurture a in-house corporate email list



		●	Corporate
                                         blog posting



		●	Assist
                                         with PR’s



		●	Build
                                         social media channels



		●	Continue
                                         to engage the media for coverage



		●	Build
                                         on our SEO, Inbound and Conversion strategies including analytics reviews



		●	Advise
                                         in additional outreach methods



 


W I
T N E S E T H:


WHEREAS,
HAG is engaged in the business of building internet properties, building subscriber lists, writing newsletters, creating content,
video production, providing advertising and exposure of public companies and has knowledge, expertise and personnel to render
the such services to Client; and


 


WHEREAS,
Client is desirous of retaining HAG for the purpose of obtaining these services or on behalf of a client of theirs so as to generate
exposure among the investment community.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, it is agreed as follows:


 


I. Engagement
of HAG. Client herewith engages HAG and HAG agree to render to Client video production, content creation, advertising, and advisory
services.


 






    

     

    

 


 


A. Client
acknowledges that HAG’s ability to relate information regarding Client's activities is directly related to the information
in the public domain.


 


B. Client
acknowledges that HAG will devote such time as is reasonably necessary to perform the services for Client, having due regard for
HAG 's commitments and obligations to other business for which it performs consulting services.


 


Compensation.
For the services to be rendered and performed by HAG on behalf of the client:


 


Client
shall pay to HAG five thousand dollars and 20,000 restricted shares upon signing. Five thousand dollars after delivery of phase
1. Seven thousand five hundred dollars per month for the following 2 months. 


 


Treatment
of Confidential Information. There should never be confidential information provided to HAG.


 


Indemnification
by Client as to Information used by HAG. Client acknowledges that HAG, in the performance of its duties, will be required to rely
upon the accuracy and completeness of information currently in the public domain. Client agrees to indemnify, hold harmless and
defend HAG, its officers, agents and/or employees from any proceeding or suit which arises out of or is due to the inaccuracy
or incompleteness of such information collected directly from the company website or any company press release or filing.


 


Representation
by HAG of Other Clients. Client acknowledges and consents to HAG rendering advertising and exposure services to other clients
of HAG engaged in the same or similar business as that of Client.


 


Independent
Contractor. It is expressly agreed that HAG is acting as an independent contractor in performing its services hereunder. Client
shall carry no workers compensation insurance or any health or accident insurance on HAG or consultant's employees. Client shall
not pay any contributions to this security, unemployment insurance, Federal or state withholding taxes nor provide any other contributions
or benefits that might be customary in an employer-employee relationship.


 


HAG
agrees to hold Client harmless from any actions HAG may take that do not comply with rule 17B of the act of 1934. Client represents
that they are not an issuer, underwriter, or dealer as far as the definition is used in 17B.


 


HAG
agrees to indemnify Client, its assignees, and licensees, and hold each of them harmless from and against any and all claims,
demands, losses, damages, liabilities, costs, and expenses, including legal fees, arising out of or by reason of any breach or
alleged breach by HAG of any of the representations, warranties, or agreements made under this contact.


 






    

     

    

 


 


Notices.
Any notice to be given by either party to the other hereunder shall be sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to such party at the address specified on the first page of this Agreement or such other
address as either party may have given to the other in writing.


 


Modification
and Waiver. This Agreement may not be altered or modified except by writing signed by each of the respective parties hereof. No
breach or violation of this Agreement shall be waived except in writing executed by the party granting such waiver.


 


Entire
Agreement: This writing constitutes the entire Agreement between the parties. This Agreement can only be modified by a written
contract signed by both parties. In the event that any party brings suit to enforce any part of this Agreement, the prevailing
party shall recover attorney fees and legal costs. This Agreement shall be interpreted according to the laws of the state of New
York. By signing below all parties agree they the authority to bind their respective companies.


 


Representations
and Warranties Relating to the Shares


(a)   HAG
is acquiring the Shares for investment for its own
account and not with the view to,
or
for resale in connection with,
any
distribution
thereof. HAG
understands and acknowledges
that the Shares have
not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any
state or foreign
securities
laws,
by reason of
a specific exemption
from
the registration
provisions of the Securities
Act and applicable state and foreign securities laws,
which depends upon, among other things,
the
bona fide nature
of the
investment intent
as expressed herein.
HAG further represents that it does not have any
contract, undertaking, agreement
or arrangement with any person or entity
to sell,
transfer or grant
participation to any third person with respect to any of the Shares.



(b)   HAG
understands that
an active public market for the Company's
common stock may
not now
exist
and that
there may never be an active
public market for the Shares acquired under this
Agreement. 


(c)   Neither
HAG nor, to
its
knowledge,
any person
or entity controlling, controlled
by or under common control with
it, nor
any person
or entity
having a beneficial
interest
in it, nor
any person
on whose behalf HAG is acting: (i)
is a person listed in the
Annex to Executive Order No. 13224
(2001) issued
by the President of the United
States (Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit,
Threaten to Commit, or
Support Terrorism);
(ii) is
named on the List
of Specially
Designated
Nationals and Blocked
Persons
maintained by the U.S. Office
of Foreign Assets Control;
(iii) is a non-U.S. shell bank or is providing banking
services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S.
political figure or an immediate family
member or close associate of such figure; or (v) is
otherwise prohibited
from investing in the Company pursuant to applicable
U.S. anti-money laundering, anti-terrorist
and asset control
laws, regulations, rules
or orders (categories
(i) through (v), each
a "Prohibited Seller"). HAG
agrees to provide the Company, promptly upon
request, all information
that is reasonably necessary or
appropriate to comply with applicable U.S. anti-money
laundering, anti-terrorist
and asset control laws, regulations, rules
and orders. HAG consents to the disclosure to U.S.
regulators and law enforcement
authorities by
the Company and its
affiliates and agents of such information
about such member as is
reasonably necessary or
appropriate to
comply with applicable U.S. anti-money-laundering, anti-terrorist and
asset control laws, regulations, rules
and orders. HAG acknowledges
that if, following
its investment in the Shares, the
Company reasonably believes
that such member is a Prohibited Seller
or is otherwise engaged in suspicious
activity or
refuses to
promptly provide information
that the Company requests, the
Company has the right or may be
obligated to
prohibit additional investments, segregate
the assets constituting the investment in accordance
with applicable regulations or immediately require such member to transfer the Shares. HAG further
acknowledges that such member will have no claim against the Company or any of its affiliates or agents for any form of
damages as a result of any of the foregoing actions.






    

     

    

 


(d)   HAG
or its duly authorized
representative realizes that because of the inherently speculative nature of business activities and investments of the kind contemplated
by the Company, the
Company's
financial position and results of operations may
be expected to fluctuate from period to period and will, generally,
involve a high degree of financial and market risk
that can result in substantial or, at times, even total loss of the value of the Shares.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year first written above.


 


Hilton
Advisory Group, Inc.


 





By:
/s/Jason Hilton                


 


Jason
Hilton


Hilton
Advisory Group, Inc.


 


Date
September 4, 2015


 


 


CLIENT





 


By:
/s/ Frank Terzo                 


Frank
Terzo, CEO


Date
September 4, 2015