EXHIBIT
4.1


 


DESCRIPTION
OF THE URBAN-GRO, INC. SECURITIES REGISTERED PURSUANT TO

 SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


The
following descriptions are summaries of the material terms of our certificate of incorporation and bylaws. Reference is made to
the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, the certificate of incorporation
and bylaws, forms of which are filed with the SEC as exhibits to this Report, and applicable law.


 


General


 


Our
authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of
preferred stock, $0.10 par value per share. The outstanding shares of our common stock are fully paid and nonassessable. No shares
of preferred stock are currently outstanding.


 


Common
Stock


 


Holders
of common stock will have voting rights for the election of our directors and all other matters requiring stockholder action,
except with respect to amendments to our certificate of incorporation that alter or change the powers, preferences, rights or
other terms of any outstanding preferred stock if the holders of such affected series of preferred stock are entitled to vote
on such an amendment. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the shares voted for the election of directors can elect all of the directors. Holders of common stock will
be entitled to one vote per share on matters to be voted on by stockholders and also will be entitled to receive such dividends,
if any, as may be declared from time to time by our Board in its discretion out of funds legally available therefor. The payment
of dividends, if any, on the common stock will be subject to the prior payment of dividends on any outstanding preferred stock,
of which there is currently none. Upon our liquidation or dissolution, the holders of common stock will be entitled to receive
pro rata all assets remaining available for distribution to stockholders after payment of all liabilities and provision
for the liquidation of any shares of preferred stock outstanding at that time. Our stockholders have no conversion, preemptive
or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock.


 


Preferred
Stock


 


Our
certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our
Board will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each
series. Our Board will be able to, without stockholder approval, issue preferred stock with voting and other rights that could
adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The
ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. Although we do not currently intend to issue any shares of preferred
stock, we cannot assure you that we will not do so in the future.


 




    	 



    	 



    

 


Certain
Anti-takeover Provisions of Delaware Law, our Certificate of Incorporation and Bylaws


 


Section
203 of the Delaware General Corporation Law


 


As
a Delaware corporation, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally
has an anti-takeover effect for transactions not approved in advance by our Board. This may discourage takeover attempts that
might result in payment of a premium over the market price for the shares of common stock held by stockholders. In general, Section
203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested
stockholder” for a three-year period following the time that such stockholder becomes an interested stockholder, unless
the business combination is approved in a prescribed manner. A “business combination” includes, among other things,
a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested
stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the
determination of interested stockholder status, 15% or more of the corporation’s voting stock. Under Section 203, a business
combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:


 


		●	before
                                         the stockholder became interested, the board of directors approved either the business
                                         combination or the transaction which resulted in the stockholder becoming an interested
                                         stockholder; or
	 	 	 
		●	upon
                                         consummation of the transaction which resulted in the stockholder becoming an interested
                                         outstanding, shares owned by:



 


		○	persons
                                         who are directors and also officers, and
	 	 	 
		○	employee
                                         stock plans, in some instances; or
	 	 	 
		○	at
                                         or after the time the stockholder became interested, the business combination was approved
                                         by the board of directors of the corporation and authorized at an annual or special meeting
                                         of the stockholders by the affirmative vote of at least two-thirds of the outstanding
                                         voting stock which is not owned by the interested stockholder.



 


Special
meeting of stockholders


 


Our
bylaws further provide that special meetings of our stockholders may be only called by our Board with a majority vote of our Board,
by our chief executive officer or our chairman.


 


Requirements
for Advance Notification of Director Nominations and Stockholder Proposals


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates
for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be
timely, a stockholder’s notice needs to be delivered to the secretary at our principal executive offices not later than
the close of business on the 45th day nor earlier than the close of business on the 75th day prior to the first anniversary of
the date on which we first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided,
however, if no proxy materials were mailed by us in connection with the preceding year’s annual meeting, or if the date
of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding
year’s annual meeting, a stockholder’s notice shall be timely if delivered to our principal executive offices not
later than the 90th day prior to the scheduled date of the annual meeting of stockholders or the 10th day following the day on
which public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws also specify
certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders
from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting
of stockholders.


 






    	 



    	 



    

 


Authorized
but unissued shares


 


Our
authorized but unissued shares of common stock and preferred stock are available for future issuances without stockholder approval
and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions
and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render
more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Removal
of directors


 


Our
certificate of incorporation provides that a member of our Board may be removed from service as a director, with or without cause,
only by the affirmative vote of the holders of a majority of the shares of voting stock then outstanding and entitled to vote
in an election of directors.


 


Limitation
of Liability and Indemnification of Directors and Officers


 


Our
certificate of incorporation and bylaws provide that our directors and officers will be indemnified by us to the fullest extent
authorized by Delaware law as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred
in connection with their service for or on our behalf. In addition, our certificate of incorporation provides that our directors
will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except for liability
(i) for any appropriation by a director, in violation of his or her duties, of any business opportunity of the Corporation, (ii)
for acts or omissions which involve intentional misconduct or a knowing violation of the law, (iii) with respect to illegal dividends
or redemptions, or (iv) for any transaction from which the director received an improper personal benefit. Our bylaws also permit
us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless
of whether Delaware law would permit indemnification.


 


These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though
such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment
may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions. We believe that these provisions, insurance and the indemnity agreements are necessary to
attract and retain talented and experienced directors and officers.


 


There
is no pending litigation or proceeding involving any of our directors or officers where indemnification by us would be required
or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.


 


Listing


 


Our
common stock is listed on the Nasdaq Capital Market under the symbol “UGRO.”


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is Equiniti Trust Company (f/k/a Corporate Stock Transfer), 3200 Cherry Creek
Drive South, Suite 430, Denver, Colorado 80209, phone (303) 282-4800.