EXHIBIT 10.15


 





AMENDING AGREEMENT


 


THIS
AMENDING AGREEMENT (the “Amending Agreement”) is dated as of February 21, 2020 between urban-gro, Inc. (the
“Borrower”) and James Lowe (the “Lender”, and together with the Borrower, the “Parties”).


 


RECITALS:


 


		(a)	The Lender agreed to loan USD$1,000,000 (the “Principal Amount”)
to the Borrower upon the terms and conditions contained in a promissory note between the Lender and the Borrower dated as of October
18, 2018, as amended with effect as of May 20, 2019 (the “Promissory Note”);



 


		(b)	The principal amount outstanding under the Promissory Note as of the date
of this Amending Agreement is USD$1,000,000; and



 


		(c)	The Borrower and the Lender desire to make certain amendments to the Promissory
Note, without novation of the Promissory Note.



 


In consideration
of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), the Parties agree
as follows:


 


Section 1          Defined Terms.


 


Capitalized
terms used in this Amending Agreement and not otherwise defined have the meanings specified in the Promissory Note.


 


Section 2          Extension of Maturity Date


 


With effect
as of December 31, 2019, the Parties hereby agree to amend the Promissory Note by extending the Maturity Date from December 31,
2019 to the date which is the earlier of 60 days following the date: (i) on which demand for repayment is made by Bridging Finance
Inc. (the “Senior Lender”) under the loan agreement dated as of February 21, 2020 between the Borrower, urban-gro
Canada Technologies Inc., Impact Engineering, Inc. and the Senior Lender (collectively, the “Senior Debt”);
or (ii) which is the stated maturity date (including any extensions thereof) in respect of the Senior Debt.


 


Section 3          Issuance of Common Stock to Lender


 


Within
ten (10) business days of the date hereof, the Borrower shall issue a total of 100,000 common shares of the Borrower to (or to
the order of) the Lender.


 


Section 4          Reference to and Effect on the Promissory
Note and Guaranty Agreement.


 


Upon this
Amending Agreement becoming effective, each reference in the Promissory Note to “this Note” and any and all other agreements,
documents and instruments delivered by the Borrower, the Lender or any other person shall mean and be a reference to the Promissory
Note as amended by this Amending Agreement. Except as specifically amended by this Amending Agreement, the Promissory Note shall
remain in full force and effect, without any novation of the Promissory Note.


 


 


 






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Section 5          Governing Law.


 


This Amending Agreement shall be governed
by the laws of the laws of the State of Colorado.


 


Section
6          Counterparts.


 


This Amending
Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together
constitute one and the same instrument. Transmission of an executed signature page by facsimile, e-mail or other electronic means
is as effective as a manually executed counterpart of this Amending Agreement.


 


[Signature page follows.]


 


 


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the Lender
has executed this Amendment Agreement as of the day and year set forth above.


 


 





	 	
	 	 
	 	 
	By:    	/s/ James Lowe
	 	James Lowe



 


 


Accepted and agreed: 



 





	 	urban-gro, INC.
	 	 
	 	 
	By:   	/s/ Brad Nattrass
	 	Authorized Signing Officer



 


 


 


 


 


 


 


 


 






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