Exhibit 10.1

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (“Agreement”), dated as of February 19, 2025, 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”), Agile Lending, LLC, a Virginia limited liability Company (“Lender”), and Agile Capital Funding, LLC, a New York Limited Liability Company (the “Agent”).

RECITALS

WHEREAS, Borrower, Agent, and Lender are parties to a certain Business Loan and Security Agreement dated as of June 24, 2025 (as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its provisions, the “Loan Agreement”) pursuant to which, among other things, (i) Lenders made a loan to Borrower (the “Loan”), as evidenced by that certain Confessed Judgment Secured Promissory Note issued by Borrower to Lender in the original principal amount of $1,050,000.00 (the “Note”); and (ii) as security for all of the indebtedness and obligations due to Lender under the Loan Agreement, including, without limitation, those arising from the Note (collectively, the “Obligations”), Borrower granted to Lender a security interest in the Collateral. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Loan Agreement;

WHEREAS, the outstanding principal balance owed by Borrower to Lenders under the Loan is $972,200.00 (the “Note Balance”);

WHEREAS, Borrower will not make payments on the Note Balance that will become due and payable during the Forbearance Period, which would, if unpaid, constitute Events of Default under the Loan Agreement and Note (the “Projected Events of Default”, and the ensuing potential default, the “Projected Default”). For the avoidance of doubt, Borrower is not currently in default under the Loan Documents;

WHEREAS, Borrower has requested that the Lender agree to forbear from exercising its remedies with respect to the Projected Events of Default and to temporarily modify certain terms of the Loan Agreement, and the Lender, subject to the terms and conditions contained herein, is willing to forbear from exercising such rights and remedies, and such temporary modifications, 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 the Lender each acknowledge that the terms of this Agreement reflect the parties’ forbearance and constitutes a modification to, and not 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.

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 Note, and all other agreements, instruments, and other documents executed in connection with or relating to the Obligations 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, except in regard to the Potential Events of Default. 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 Obligations, 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 Obligations include, and the Borrower owes to Lender, all of Lender’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. Lenders have 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 Projected Defaults or any other existing or future defaults under the Loan Documents, as to which Agent’s and Lenders’ 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 Agent’s and Lenders’ 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. Lenders have 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 Agent’s and Lenders’ forbearance as provided herein, which shall inure to their direct and substantial benefit.

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2. Lender Forbearance.

2.1 Forbearance Period. Subject to compliance by Borrower with the terms and conditions of this Agreement, Agent and Lenders hereby agree to forbear from exercising their rights and remedies against Borrower under the Loan Documents with respect to the Projected Events of 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) March 21, 2026, and (ii) the date that any Forbearance Default (as defined in Section 8) occurs. Lenders’ 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, Lender may, in their sole discretion, exercise any and all remedies available to them under the Loan Documents by reason of the occurrence of any Events of Default thereunder or the occurrence of the Projected Events of Default.

2.2 Extension of Forbearance Period. In the sole discretion of Lender and without obligation, after the Termination Date, Lender 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 Projected Events of Default, and the Lender shall not be deemed to have waived the Projected 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. The Borrower hereby acknowledges that the Lender’s obligations under this Agreement are in the nature of a conditional forbearance only, and that the Lender 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, the Lender shall have the immediate right to exercise all remedies under the Loan Documents. In accordance with the terms of this Agreement, the Lender 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 Agent’s sole discretion, unless waived in writing by Agent:

3.1 Delivery of Certain Documents. Borrower shall deliver or cause to be delivered the following documents, each in substance and form acceptable to Agent:

(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;

(c) such other documents as Agent or Lender may request with respect to any matter relevant to this Agreement or the transactions contemplated hereby.

3.2 Forbearance Fee. As partial consideration for Agent’s and Lenders’ agreement to forbear as set forth herein, Borrower shall pay to Agile a forbearance fee of $408,324, 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 $1,380,524 (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 Lender, and paid by Borrower, as of the Effective Date.

3.3 Professional Fees and Other Expenses. As partial consideration for Agent’s and Lenders’ agreement to forbear as set forth herein, Borrower shall have paid all of Agent’s reasonable costs and expenses (including attorneys’ fees) incurred in connection with the preparation and negotiation of this Agreement in an amount not to exceed $10,000.

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 Agent and Lender 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 Lenders.

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 Agent and Lenders 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 Agent and Lender 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 Existing 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 Agent’s prior written consent. If Agent grants its written consent, Borrower shall cause buyer or other transferee to pay all proceeds of such disposition directly to Agent for application to the Obligations.

5.3 Perfection of Lenders’ Liens. Borrower shall execute and deliver to Agent such documents and take such actions as Agent deems necessary or advisable to perfect or protect the Lenders’ security interests, mortgages, or liens granted by Borrower to Lenders.

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 Agent in writing thereof, and provide to Agent all documentation and other information it may request regarding such Adverse Claim.

5.6 Further Assurances. Promptly upon the request of Agent, 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, Lender’s and Agent’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 Lender, 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 Lender and/or the Agent, 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 Lender, 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;

(c) Borrower 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 Lender and the other Indemnified Parties as set forth in Section 12.2 of the Loan Agreement. Borrower further acknowledges, agrees, and reaffirms that all such indemnification obligations set forth in Section 12.2 of the Loan Agreement 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 Obligations. Notwithstanding the foregoing, such indemnity shall not be available to the extent that such claims, damages, losses, liabilities, or related expenses result solely from a Lender’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 (other than the Projected Events of Default).

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;

(c) (i) 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 Lender relating to any of the Obligations, Collateral, Loan Documents, this Agreement, or any action or omission by Lenders 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 Agent 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 Agent and Lender 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 Agent’s repossession of all personal property Collateral, which Borrower shall immediately surrender to Agent upon Agent’s request, at the time and place designated by Agent.

9.4 Agent and Lenders 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 Agent may set off or apply to the payment of any or all of the Obligations, any deposit balances, any or all of the Collateral or proceeds thereof, or other money now or hereafter owed Lenders by Borrower.

10. Miscellaneous.

10.1 Notices. Any notices with respect to this Agreement shall be given in the manner provided for in Section 10 of the Loan Agreement.

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. Agent and Lenders may assign their 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 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia without regard to conflict of laws principles thereof.

10.7 No Waiver. No failure to exercise and no delay in exercising, on the part of the Agent or Lenders 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, Agent’s acceptance of payment on account of the Obligations 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 Agent’s or Lenders’ rights or remedies.

10.8 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.

10.9 Application of Payments. Agent 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 Obligations as Agent shall determine in its sole discretion.

10.10 Recommendation of Counsel. Borrower acknowledges that Agent 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 Agent.

10.11 Consent to Jurisdiction; Venue; Service of Process.

(a) Consent to Jurisdiction. Borrower hereby irrevocably and unconditionally consents to jurisdiction set forth in Section 11.2 of the Loan Agreement.

(b) Waiver of Venue. Borrower hereby waives any objection it may now or hereafter have to the laying of venue in such court and irrevocably waive, to the fullest extent permitted by applicable law, the defense of forum non conveniens to the maintenance of such action or proceeding in any such court.

(c) Service of Process. Borrower hereby irrevocably consents to the service of process by certified or registered mail sent to the address provided for notices in Section 10.1 of the Loan Agreement, and agree that nothing herein will affect the right of Agent to serve process in any other manner permitted by applicable law.

10.12 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.

10.13 Reimbursement of Costs and Expenses. Borrower agrees to pay all costs, fees, and expenses of Agent and any Lender (including attorneys’ fees), expended or incurred by Agent or such Lender in connection with the negotiation, preparation, administration, and enforcement of this Agreement, the Loan Documents, 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 Agent 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 Agent and Lenders for certain costs and expenses incurred by Agent and Lenders.

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

10.15 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.

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

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

Exhibit 10.2

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as of February 19, 2026, (the “Effective Date”), by and among Agile Capital Funding, LLC, a New York limited liability company (“Collateral Agent”) and Agile Lending, LLC, a Virginia limited liability company (“Agile” or “Holder”), on the one hand, and urban-gro, Inc., a Delaware corporation on the other hand (the “Company”), on the other hand. The Company, Collateral Agent, and Agile are sometimes herein referred to as, the “Parties,” and each, sometimes, a “Party”, on the other hand.

RECITALS

WHEREAS, on June 24, 2025, the Parties entered into that certain Business Loan and Security Agreement (the “Loan Agreement”), pursuant to which the Company issued that certain Confessed Judgment Secured Promissory Note to Agile in the original principal amount of $1,050,000 (the “Note”), with the remaining principal and accrued and unpaid interest as of February 12, 2026 was Nine Hundred Seventy Two Thousand Two Hundred and 00/100 Dollars ($972,200.00);

WHEREAS, on February 19, 2026, the Parties entered into that certain forbearance agreement (the “Forbearance Agreement”), pursuant to which Agile agreed to forbear from exercising its rights and remedies available due to any default of the Loan Agreement and the Note by the Company, in exchange for the outstanding balance due under the Note being increased to One Million Three Hundred Eighty Thousand Five Hundred Twenty Four and 00/100 Dollars ($1,380,524.00)(the “Note Balance”);

WHEREAS, the Company desires to issue thirty seven thousand five hundred and five (37,505) shares (the “Exchange Shares”) of the Borrower’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate value of Ninety Thousand Seven Hundred Sixty Two and 10/100 Dollars ($90,762.10) (the “Note Exchange Amount”), with each Exchange Share being valued at $2.42, 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) Agile 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 Agile, on or before February 20, 2026, at 12:00 P.M. New York Time, 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 Agile’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 Agile’s brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Agile’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Agile.

(b) Holding Period, Tacking, Legal Opinion. Agile 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 Agile’s holding period of the Note from June 24, 2025, 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 Agile except as set forth in this Section 1(b); provided 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 Agile (“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 Agile’s decision to consummate the transactions contemplated herein. Agile shall 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

(c) Costs and Expenses. The Company will cover all costs and fees incurred by Agile (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 Agile, 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 Agile shall occur on the date that is mutually agreed to by the Company and Agile by means of the exchange by email of .pdf documents. At or prior to the time the Exchange Shares are delivered to Agile, 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 Agile, regarding, without limitation, validity of the issuance of the Exchange Shares 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 One Million Two Hundred Eighty Nine Thousand Seven Hundred Sixty One and 90/100 Dollars ($1,289,761.90).

2. Representations and Warranties of Agile. Agile 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. Agile is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Virginia. Agile 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.

(d) Authorization; No Restrictions, Consents or Approvals. Agile 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 Agile and constitutes the legal, valid, binding and enforceable obligation of Agile, enforceable against Agile 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 Agile 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 Agile or any applicable law relating to Agile, 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 Agile is a party or by which Agile may be bound, or result in the violation by Agile of any laws to which Agile may be subject, in each case in a manner which would prevent the execution or delivery of this Agreement by Agile or would adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Agile of this Agreement or the performance by Agile of its obligations hereunder.

(e) Investment Representations. Agile: (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.

(f) No Broker Fees. Agile 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 Agile, 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 incorporation 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).

(b) Capitalization. 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”).

(c) 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 Agile shall be entitled to all rights accorded to a holder of unregistered shares of Common Stock.

(d) 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 Agile 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).

(e) 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.

(f) 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.

(g) 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.

(h) 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.

(i) 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.

(j) 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.

(k) 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.

(l) 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.

(m) Disclosure. The Company confirms that neither it nor any other person acting on its behalf has provided Agile or the Collateral Agent 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.

(n) 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.

(o) 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.

(p) No Reliance. The Company has not relied on and is not relying on any representations, warranties or other assurances regarding Agile other than the representations and warranties expressly set forth in this Agreement.

(q) No Other Consideration. (a) Agile 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.

(r) 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 Agile 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.

(c) “Commission 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 Agreement, the Note, 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 Commonwealth of Virginia, 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 Commonwealth of Virginia 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 the Commonwealth of Virginia, including, without limitation, the Circuit Court of Arlington County in the Commonwealth of Virginia, 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 7(d) 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.

(c) Waiver. 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.

(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 the result of negotiations by and between the Parties; is the product of the work and efforts of all Parties; and, 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]

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

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