EXHIBIT 4.1





 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As of December 31,
2019, urban-gro, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock,
$0.001 par value per share (the “Common Stock”).


 


Description of Capital Stock


 


The following summary
of our capital stock does not purport to be complete and is subject to and qualified in its entirety by reference to our Articles
of Incorporation (the “Articles of Incorporation”), our Bylaws (the “Bylaws”), and the Colorado Business
Corporation Act (“CBCA”). Copies of our Articles of Incorporation and Bylaws have been filed with the Securities and
Exchange Commission (the “SEC”) as Exhibits 3.1 and 3.2, respectively, to our Annual Report on Form 10-K.


 


Authorized Capital Stock


 


Under the Articles of Incorporation, our
authorized capital stock consists of:


 


		·	one hundred million (100,000,000) shares of Common Stock, and



 


		·	ten million (10,000,000) shares of preferred stock, par value $0.10 per share (the “Preferred
Stock”).



 


As of December 31,
2019, we had approximately 28,209,312 shares of Common Stock outstanding and no shares of Preferred Stock outstanding.


 


Common Stock 


 


The holders of Common
Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Holders of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors of the Company (the “Board”)
out of funds legally available therefor, subject to any preferential dividend rights of outstanding Preferred Stock, which may
be authorized and issued in the future. Upon a liquidation, dissolution or winding up of our Company the holders of Common Stock
are entitled to receive ratably the net assets available after the payment of all debts and other liabilities, and subject further
only to the prior rights of any outstanding Preferred Stock which may be authorized and issued in the future. The holders of Common
Stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of Common Stock are fully paid
and non-assessable. Cumulative voting in the election of directors is not permitted and the holders of a majority of the number
of outstanding shares will be in a position to control the election of directors at a general shareholder meeting and may elect
all of the directors standing for election. Except as otherwise provided for in the Bylaws or the CBCA, provisions of the Articles
of Incorporation relating to the rights of holders of Common Stock may be amended by a majority of the votes cast.


 


Preferred Stock


 


The Preferred Stock
is entitled to preference over the Common Stock with respect to the distribution of assets of our Company in the event of liquidation,
dissolution, or winding-up of our Company, whether voluntarily or involuntarily, or in the event of the any other distribution
of our assets, among our shareholders for the purposes of winding-up affairs. The authorized but unissued shares of Preferred Stock
may be divided into and issued in designated series from time to time by one or more resolutions adopted by the Board. The Board,
in their sole discretion, have the power to determine the relative powers, preferences, and rights of each series of Preferred
Stock.




 


 


 


 






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Certain Provisions of the Articles
of Incorporation and Bylaws


 


The Articles of Incorporation
and Bylaws of the Company contain certain provisions that may delay, defer or prevent a change in control of the Company.


 


Authorized but Unissued Shares 


 


Our
authorized but unissued shares of Common Stock and Preferred Stock are available for future issuances without shareholder approval
and could be utilized for a variety of corporate purposes. 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


 


Vacancies and Removal of Directors


 


Our
Bylaws provide that directors may be removed in the manner provided by the CBCA, which, among other things, states that a director
may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to
elect directors. The number of directors of the corporation shall be fixed from time to time by the board of directors, but in
no instance shall there be less than one director or that number otherwise required by law and no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director. Any vacancy on the board of directors may be filled by
the affirmative vote of a majority of all the directors remaining in office.


 


Special Meetings


 


Our Articles of Incorporation
and Bylaws provide that special meetings of our shareholders may be called only by the Board, the president or shareholders representing
at least ten percent of all the votes entitled to be case on any issue proposed to be considered at the meeting.


 


Advance Notice Requirement


 


Our Bylaws set forth
advance notice procedures with regard to annual and special shareholder meetings. These procedures provide that notice of any shareholder
meeting shall be given not less than ten nor more than sixty days before the date of the meeting, except (i) if the number of authorized
shares is to be increased at the meeting, at last thirty days’ notice shall be given, or (ii) any other longer notice period
is required by the CBCA. In addition, the notice must contain a description of the purpose of the meeting in certain cases described
in the Bylaws for annual meetings and in all cases for special meetings.


 


Our Bylaws also set
forth advance notice procedures with regard to special meetings of the Board. Notice of the date, time and place of any special
meeting of the Board shall be given to each director at least two days prior to the meeting by written notice.


 


Limitation on Liability and Indemnification of Directors
and Officers 


 


Our Articles of Incorporation
and Bylaws provide that subject to certain requirements the Company shall indemnify any directors or officers against reasonably
incurred expenses (including attorneys' fees), judgments, penalties, fines (including any excise tax assessed with respect to an
employee benefit plan) and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding.
In addition, our Bylaws 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 the Bylaws or Colorado law would permit indemnification.


 


 


 


 


 






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