Browse EX-10 agreements

CONSULTING AGREEMENT

 

This consulting agreement (“Agreement”) is entered into as of November 20, 2025 (the “Effective Date”) between Hudson Global Ventures, LLC, a Nevada limited liability company (“Consultant”) and Urban-GRO, Inc., a Delaware corporation (“COMPANY”) (collectively, the “Parties”).

 

RECITAL

 

A. WHEREAS, COMPANY deems it to be in its best interest to retain Consultant to render to the COMPANY such services as may be needed; and

 

B. WHEREAS, the Parties agree, after having a complete understanding of the services desired and the services to be provided, that the COMPANY desires to retain Consultant to provide such assistance through its services for the COMPANY, and Consultant is willing to provide such services to the COMPANY; and

 

NOW, THEREFORE, in consideration of the mutual promises, conditions, and covenants herein contained, the Parties hereby agree as follows:

 

1. Duties and Consultant’s Fee.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: Up to $1,395,000.00

Issue Date: March 23, 2026

Purchase Price: Up to $1,260,000.00

 

PROMISSORY NOTE

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NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

URBAN-GRO, INC.

 

Warrant Shares: 186,000

Date of Issuance: March 23, 2026 (“Issuance Date”)

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2026, is made and entered into by and among Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Futurewave Capital Solutions Limited, a British Virgin Island (“BVI”) business company (the “Sponsor”) (the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

 

RECITALS

 

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 3,700,125 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

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Administrative Services Agreement

 

This Administrative Service Agreement (the “Agreement”) dated June 24, 2026, is between Futurewave Capital Solutions Limited, herein referred to as “Service Provider” and Futurewave Acquisition Corporation, herein referred to as “Customer”.

 

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

 

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

 

Scope of Work

 

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 25, 2026, by and between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Daniel M. McCabe (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 25, 2026, by and between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Becky Fallon (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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Execution Version

 

Investment Management Trust Agreement

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 24, 2026 by and between FutureWave Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, No. 333-295572 (the “Registration Statement”), for its initial public offering of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”); and

 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Polaris Advisory Partners LLC, (the “Representative”) acting as the representative of the underwriters in the Offering; and

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 25, 2026, by and between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Robert Labbe (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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SHARE ESCROW AGREEMENT

 

SHARE ESCROW AGREEMENT, dated as of June 25, 2026 (the “Agreement”), by and among FUTUREWAVE ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), FUTUREWAVE CAPITAL SOLUTIONS LIMITED (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).

 

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

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June 25, 2026

 

Futurewave Acquisition Corporation

1185 6th Avenue, 3rd Fl.

New York, NY 10036

 

Ladies and Gentlemen:

 

FutureWave Acquisition Corporation (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”), one redeemable warrant (“Warrant(s)”), and one right (“Right(s)”) entitling the holder thereof to receive 1/4th of one Ordinary Share upon the completion of an initial Business Combination.

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June 25, 2026

 

Futurewave Acquisition Corporation

1185 6th Avenue, 3rd Floor

New York, NY 10036

 

Polaris Advisory Partners

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Polaris Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), one redeemable warrant, and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business combinat

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