Kind 8-Ok urban-gro, Inc. For: Feb 23

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
8-K

CURRENT
REPORT

Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date
of Report (Date of earliest event reported): February 23, 2021

urban-gro,
Inc.

(Exact
name of registrant as specified in its charter)

Delaware

(State
or other jurisdiction of incorporation)

1751
Panorama Point, Unit G

Lafayette,
Colorado 80026

(Address
of principal executive offices) (Zip Code)

Registrant’s
telephone number, including area code (720) 390-3880

(Former
name or former address, if changed since last report)

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

Securities
registered pursuant to Section 12(b) of the Act:

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging
growth company [X]

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

On
February 18, 2021, urban-gro, Inc. (the “Company”) appointed James H. Dennedy as President and Chief Operating Officer,
effective immediately. In connection with his appointment, the Company and Mr. Dennedy have entered into an employment agreement
(the “Employment Agreement”) for an initial term of three years. The Employment Agreement provides Mr. Dennedy an
annual base salary of $250,000, a signing bonus of $60,000, and eligibility to receive an incentive bonus equal to 45% of his
annual base salary. Subject to stockholder approval of an equity incentive plan, Mr. Dennedy is also eligible to be awarded a
restricted stock award of 40,000 shares of the Company’s common stock, vesting 25% on December 31, 2021, 35% on December
31, 2022 and 40% on December 31, 2023.

The
Employment Agreement also includes severance benefits, unless Mr. Dennedy voluntarily resigns, the employment terminates due to
Mr. Dennedy’s death, disability, or legal incompetence, or if the Company terminates the employment for “cause”
(as defined in the Employment Agreement). If the Company terminates Mr. Dennedy’s employment without “cause,”
other than upon termination following a change in control, Mr. Dennedy is entitled to receive (i) one year regular base salary
and target annual incentive (if applicable) and (ii) a lump sum payment in cash in an amount equal to the total premiums that
would be required to pay for 12 months of COBRA continuation coverage under the Company’s health benefit plan.

Upon
a change in control, if Mr. Dennedy is terminated within 12 months without “cause” or the employment is terminated
by Mr. Dennedy due to a change in position, he is entitled to (i) two times the sum of (a) his annual base salary and (b) target
annual incentive, in each case determined by the greater of the rate applicable immediately prior to the change in control or
the termination date, and (ii) a lump sum payment in cash in an amount equal to the COBRA payment.

James
H. Dennedy, age 54, has served as a director of the Company since August 2018. Mr. Dennedy was the Chairman of the Company’s
Audit Committee and a member of the Company’s Compensation Committee and Corporate Governance and Nominating Committee.
Effective February 18, 2021, Mr. Dennedy resigned from the Company’s Audit Committee, Compensation Committee and Corporate
Governance and Nominating Committee. From March 2018 to August 2019, Mr. Dennedy served as Director and Chief Financial Officer
for Interurban Capital Group, a capital investment and management services company. From May 2011 through January 2017, he was
the President and Chief Executive Officer of Agilysys, Inc., a company offering software solutions to the hospitality industry.
Mr. Dennedy served as a director for Agilysys, Inc. (Nasdaq: AGYS) from June 2009 to January 2017. Mr. Dennedy received a Master’s
degree in Economics from the University of Colorado, Boulder, a Master of Business Administration from The Ohio State University
and a Bachelor of Science degree in Economics from the U.S. Air Force Academy. Mr. Dennedy has extensive financial, executive
leadership, and organizational experience. Mr. Dennedy also has experience serving as a director of a public company, which brings
important insights into board oversight and corporate governance matters.

Mr.
Dennedy does not have any family relationships with any of the Company’s directors or executive officers or any people nominated
or chosen by the Company to become a director or executive officer. Mr. Dennedy is also not a party to any transactions described
by Item 404(a) of Regulation S-K.

The
foregoing description of the Employment Agreement is a summary only, and accordingly, does not purport to be complete and is qualified
in its entirety by the full text of the Employment Agreement, a copy of which is included as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

The
Company issued a press release regarding Mr. Dennedy’s appointment on February 23, 2021. The full text of the press release
is furnished as Exhibit 99.1 to this Report.

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

EMPLOYMENT
AGREEMENT

James
H Dennedy, as President and Chief Operating Officer (“Executive”), you are a valuable urban-gro, Inc. (“urban-gro”)
employee, and we expect you to make a significant contribution to urban-gro’s success. As a result, urban-gro wishes to
employ you under the terms of this Agreement.

1.
Employment Period. Subject to termination pursuant to Article 5 hereof, the term of the Executive’s employment by
urban-gro pursuant to this Agreement shall commence on February 18, 2021 (the “Effective Date”) and continue for the
period of three (3) years (the “Employment Period”). However, if a Change in Control occurs during the Employment
Period, the Employment Period shall expire no earlier than the first anniversary of the date on which such Change in Control occurs.

2.
Position. Executive shall initially be employed in the position set forth above, with the duties and responsibilities customarily
associated with that position. From time to time, urban-gro may determine that it is in urban-gro’s best interest to add
to, subtract from, or otherwise change your duties and responsibilities, or change or eliminate your title.

3. Best
Efforts. You shall devote your business time and attention to your duties as an employee of urban-gro. You shall use your
best efforts, energies, and skills to advance the business of urban-gro, to further and improve its relations with suppliers,
customers and others, and to keep available to urban-gro the services of its employees. You shall perform your duties in compliance
with all laws and urban-gro’s published policies, including the employee handbook.

4.
Compensation. Your compensation will be pursuant to urban-gro’s standard programs in effect from time to time. urban-gro
reserves the right, however, in its sole discretion, to impose salary reduction, and/or other cost reduction programs, which may
reduce your targeted cash compensation (provided that any such program is not discriminatory and treats you the same as other
urban-gro employees holding similar positions). During the term of your employment, you shall be eligible to receive stock options,
restricted stock, stock units or other equity awards from time to time at the sole discretion of the Board in accordance with
urban-gro’s 2019 Incentive Stock Option Plan or other equity plans that may be adopted by urban-gro. You shall be eligible
to participate in any and all employee benefit plans made available from time to time to urban-gro employees generally.

5.
Termination. Your employment may be terminated for Cause by urban-gro, voluntarily by you, or without Cause by urban-gro.
The last date of your employment as a result of termination for any of these reasons is the “Termination Date.”

A.
Termination for Cause and Voluntary Termination. If your employment terminates for any of the following reasons: (a) your death,
disability, or legal incompetence; (b) the issuance by urban-gro of a notice terminating your employment “for Cause”
(which, for these purposes, means: (i) breach of any term of this Agreement or any other duty to urban-gro; (ii) dishonesty, fraud,
or failure to abide by the published ethical standards, conflict of interest, or other policies of urban-gro; (iii) your conviction
for any felony crime, or for any other crime involving misappropriation of money or other property of urban-gro; (iv) misconduct,
malfeasance or insubordination; or (v) gross failure to perform under this Agreement (not including simply a failure to attain
quantitative targets); or (c) you voluntarily resign your employment, then your salary will end on the Termination Date.

B.
Termination Without Cause. If your employment is terminated by urban-gro for any reason other than those identified in Paragraph
5.A., above, upon signing a release, you will be paid a severance (“Severance Payments”) equal to one (1) year regular
base and target annual incentive salary (if applicable), which will be at the rate applicable to you at the time your employment
terminates and will be paid during regular pay intervals during the one (1) year period (“Severance Period”). In case
of termination without Cause, you will also receive a lump sum payment in cash on the 60th day following the Termination Date
an amount equal to the total premiums you would be required to pay for twelve-months of COBRA continuation coverage under the
employer’s health benefit plan (i.e., medical, dental and vision coverage), determined using the COBRA premium rate in effect
for the level of coverage that you have in place for you and your dependents immediately prior to the Termination Date, regardless
of whether you or your dependents elect COBRA (the “COBRA Payment”). You will not otherwise be eligible for severance
under any urban-gro severance plan.

C.
Position. If urban-gro changes your position such that your responsibilities or compensation are substantially lessened (a “Change
of Position”), then you may terminate your employment due to a Change of Position if you provide notice to urban-gro within
30 days of the condition giving rise to the Change of Position and urban-gro fails to materially cure such condition within 30
days following the date of such notice, upon which failure to cure your employment shall immediately terminate for Change of Position.
Such termination for Change of Position will be deemed a termination by urban-gro without Cause for purposes of this Agreement
and you shall be entitled to the Severance Payments described in Paragraph 5.B. or 5.D, as applicable.

D.
Change in Control. Notwithstanding any other provision contained herein, if your employment hereunder is terminated within twelve
(12) months following a Change in Control (as defined below) by urban-gro (or its successor or assignee) without Cause or by you
due to a Change of Position, in addition to payment of any accrued but unpaid base salary and the balance of any earned and unused
vacation pay, as of the Termination Date, then you will be entitled to receive:

i.
A lump sum payment in cash on the 60th day following the Termination Date an amount equal to two (2) times the sum of (a) your
annual base salary and (b) target annual incentive, in each case determined by the greater of the rate applicable immediately
prior to the Change in Control or your Termination Date; and

ii.
A lump sum payment in cash on the 60th day following the Termination Date an amount equal to the COBRA Payment.You will not otherwise
be eligible for severance under any urban-gro severance plan or any other provision of this Agreement.

E.
Definition of Change in Control. For purposes of this Agreement, “Change in Control” shall mean the occurrence of
any of one of the following during your employment:

i.
Any one person (or more than one person acting as a group) acquires ownership of stock of urban-gro that, together with the stock
held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of urban-gro;
provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50%
of the total fair market value or total voting power of urban-gro’s stock and acquires additional stock;

ii.
A majority of the members of the board of directors of urban-gro (the “Board”) is replaced during any twelve-month
period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of
appointment or election; or

iii.
The sale of all or substantially all of urban-gro’s assets.

Notwithstanding
the foregoing, for purposes of this Agreement a Change in Control shall not occur unless such transaction constitutes a change
in the ownership of urban-gro, a change in effective control of urban-gro, or a change in the ownership of a substantial portion
of urban-gro’s assets under Section 409A.

6.
Confidential Information. During the course of your employment, you have learned, and will learn, various proprietary or
confidential information of urban-gro and/or its related and affiliated companies (including the identity of customers and employees;
vendor information; marketing information and strategies; sales training techniques and programs; product development and design;
acquisition and divestiture opportunities and discussions; and data processing and management information systems, programs, and
practices). You shall use such information only in connection with the performance of your duties to urban-gro and agree not to
copy, disclose, or otherwise use such information or contest its confidential or proprietary nature. You agree to return any and
all written documents containing such information to urban-gro upon termination of your employment.

7.
Restrictive Covenants.

A.
No Hiring. During the Employment Period and for 12 months thereafter, you agree not to employ or retain, have any other person
or firm employ or retain, or otherwise participate in the employment or retention of any person who was an employee or consultant
of urban-gro at any time during the 12 months preceding the end of the Employment Period.

B.
Non-Competition. Because of urban-gro’s legitimate business interest as described herein and the good and valuable consideration
provided to you, during the Employment Period and continuing for the 12 month period beginning on the Termination Date, to run
consecutively, for any reason or no reason and whether your employment is terminated at your option or at the option of urban-gro,
you agree and covenant not to engage in Prohibited Activity within North America.

For
purposes of this Section 7.B., “Prohibited Activity” is activity in which you contribute your knowledge, directly
or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee,
partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar
business as urban-gro. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade
secrets, proprietary information or Confidential Information.

Nothing
herein shall prohibit you from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation,
provided that such ownership represents a passive investment and that you are not a controlling person of, or a member of a group
that controls, such corporation.

It
is understood and acknowledged that any non-competition obligation arising under this Paragraph 7.B. shall be in addition to any
other obligations on your part under this Agreement, including but not limited to the confidentiality and no-hiring provisions
of Paragraphs 6 and 7.A., above.

8.
Assignment of Inventions. urban-gro by law is entitled to all rights, ideas, inventions and works of authorship relating
to its business that are made by its employees during the scope of their work, whether or not conceived during regular business
hours, for urban-gro when using urban-gro resources. You agree to promptly and fully disclose to urban-gro all ideas, inventions,
discoveries, creations, designs, methods, and other technology and rights (and any related improvements or modifications thereof),
whether or not protectable under any form of legal protection afforded to intellectual property (collectively, “Innovations”),
relating to any activities or proposed activities of urban-gro and its affiliates and subsidiaries, conceived or developed by
you (alone or jointly with others) during your employment, whether or not conceived during regular business hours. Such Innovations
shall be the sole property of urban-gro. To the extent possible, such Innovations shall be considered a Work Made for Hire under
the U.S. Copyright Act. To the extent the Innovations may not be considered such a Work Made for Hire, you agree to automatically
assign to urban-gro, at the time of creation of such Innovations, any right, title, or interest that you may have in such Innovations.
You further agree that you will execute such written instruments, and perform any other tasks as may be necessary in the opinion
of urban-gro to obtain a patent, register a copyright, or otherwise protect or enforce urban-gro’s rights in such Innovations.

9.
Specific Performance and Injunctive Relief. You acknowledge that urban-gro will be irreparably damaged if the provisions
of this Agreement are not specifically enforced, that monetary damages will not provide an adequate remedy to urban-gro, and that
urban-gro is entitled to an injunction (preliminary, temporary, or final) restraining any violation of this Agreement (without
any bond or other security being required), or any other appropriate decree of specific performance. Such remedies are not exclusive
and shall be in addition to any other remedy which urban-gro may have.

10.
Severability and Reformation. The provisions of Paragraphs 6 through 10 of this Agreement constitute independent and separable
covenants which shall survive termination or expiration of the Employment Period. Any paragraph, phrase, or other provision of
this Agreement that is determined by a court of competent jurisdiction to be overly broad in scope, duration, or area of applicability
or in conflict with any applicable statute or rule shall be deemed, if possible, to be omitted from this Agreement. The invalidity
of any portion hereof shall not affect the validity of the remaining portions.

11.
Legal Support of Executive. urban-gro agrees to cover all legal expenses for Executive in the event the Executive needs
to defend himself personally for an urban-gro related matter. Unless otherwise modified by a two-thirds vote of the Board of Directors,
the Legal Support is subject to the following limitations: (a) does not exceed more than $50,000USD per incident and no more than
$250,000USD in the aggregate, during the Term (b) all claims for legal expenses must first be made against the Company’s
Directors and Officers Insurance, and (c) the matter(s) of such claim for coverage of legal expense does not relate to
any matters(s) identified in Paragraph 5.A., above.

12.
Assignment.

A.
This Agreement is personal to you and cannot be assigned by you to any other party.

B.
This Agreement shall inure to the benefit of and be binding upon and enforceable by urban-gro, and by its successors and assigns.
This Agreement may be assigned by urban-gro, without your consent, to a third party (“Assignee”) in connection with
the sale or transfer of all or substantially all of urban-gro’s business, or any division or unit thereof, whether by way
of sale of stock, sale of assets, merger or other transaction. Such assignment by urban-gro will not constitute nor be deemed
a termination of your employment by urban-gro and will not give rise to any rights under Paragraph 5 of this Agreement. After
such assignment, any further rights which you have under this Agreement will be the responsibility of the Assignee.

13.
General. This Agreement constitutes our full understanding relating to your employment with urban-gro, and replaces and
supersedes any and all agreements, contracts, representations or understandings with respect to your employment, including, without
limitation, your involvement with our Board of Directors effective August 24th, 2018. This Agreement is governed by and is to
be construed and enforced in accordance with the internal laws of the State of Colorado, without giving effect to principles of
conflicts of law. In the event of a conflict between the terms hereof and the provisions of urban-gro’s Employee Handbook
or its Policies and Procedures, the terms hereof shall control; otherwise, the provisions of the Employee Handbook shall remain
applicable to your employment relationship. This Agreement may not be superseded, amended, or modified except in a writing signed
by both parties.

14.
Section 280G.

A.
Reduction. Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary,
if any of the payments or benefits provided or to be provided by urban-gro or its affiliates to your or for your benefit pursuant
to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”)
within the meaning of Section 280G of the Code and would, but for this Section 14, be subject to the excise tax imposed under
Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest
or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either:

i.
reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount,
the “Reduced Amount”); or

ii.
payable in full if your receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the
applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the
Participant receiving an amount greater than the Reduced Amount.

B.
Order of Reduction. The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position.
In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code,
and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced
on a pro rata basis but not below zero.

C.
Determinations. Any determination required under this Section 14 shall be made in writing in good faith by the accounting firm
that was urban-gro’s independent auditor; or tax advisor immediately before the occurrence of the Change in Control (the
“Accountants”), which shall provide detailed supporting calculations to you and urban-gro as requested by you or urban-gro.
You and urban-gro shall provide the Accountants with such information and documents as the Accountants may reasonably request
in order to make a determination under this Section 14. For purposes of making the calculations and determinations required by
this Section 14, the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application
of Section 280G and Section 4999 of the Code. The Accountants’ determinations shall be final and binding on you and urban-gro.
urban-gro shall be responsible for all fees and expenses incurred by the Accountants in connection with the calculations required
by this Section 14.

15.
Section 409A. The intent of the parties is that payments and benefits under this Agreement are exempt from, or to the extent required,
comply with Section 409A of the Internal Revenue Code (“Section 409A”), and accordingly, to the maximum extent permitted,
this Agreement shall be interpreted and administered to be in compliance with Section 409A. To the extent required to avoid an
accelerated or additional tax under Section 409A: each payment or benefit amount shall be construed as a separate identified payment;
if you are a “specified employee” when you separate from service, amounts of “nonqualified deferred compensation,”
if any, otherwise payable during the six-month period immediately following your separation from service shall instead be paid
on the first business day after the date that is six months following your separation from service (or, if earlier, your date
of your death).

In
witness whereof the parties have executed this Agreement this 18th day of February, 2021.

Exhibit
99.1

urban-gro,
Inc. Appoints James H. Dennedy as President and Chief Operating Officer

–
Seasoned financial and organizational executive with more than 25 years of public company

experience provides proven leadership
to scale efficient operations

Lafayette,
CO (February 23, 2021) – urban-gro, Inc. (NASDAQ: UGRO) (“urban-gro” or the “Company”),
a leading global horticulture company that engineers and designs commercial Controlled Environment Agriculture (“CEA”)
facilities and integrates complex environmental equipment systems into these high-performance facilities, today announced the
appointment of James H. Dennedy as President and Chief Operating Officer.

“We
are incredibly pleased to have Jim join our executive management team as President and COO. Since serving on our Board since August
2018, he has consistently provided sound financial and operational counsel. As we advance and scale our operations, we can leverage
his expertise in an even greater capacity,” commented Bradley Nattrass, Chief Executive Officer and Chairman of urban-gro.

Mr.
Dennedy is a seasoned professional who brings with him extensive operational, financial, executive, and organizational experience.
Over the course of his career, Mr. Dennedy has served in multiple executive roles and as a director for both public and private
companies. He has significant experience leading and closing M&A transactions on both the buy and sell side through varying
economic and business conditions.

“urban-gro
is rapidly securing its leadership position in the Controlled Environment Agriculture market. Having completed more than 300 successful
projects, two successful back-to-back quarters with positive adjusted EBITDA, and now on the heels of a transformational financing
and listing on Nasdaq, the Company has never been in a stronger position. Looking to the future, I am excited to have an active
leadership role in further developing our operations and leveraging our proven expertise to propel urban-gro into its next phase,
one that we believe will be of exponential growth,” added Mr. Dennedy.

Mr.
Dennedy holds an MA degree in Economics from the University of Colorado, Boulder, an MBA degree from The Ohio State University
and a BS degree in Economics from the US Air Force Academy.

About
urban-gro, Inc.

urban-gro,
Inc. (NASDAQ: UGRO) is a leading engineering design and services company focused on the commercial horticulture market. We engineer
and design commercial Controlled Environment Agriculture (“CEA”) facilities and then integrate complex environmental
equipment systems into these high-performance facilities. Operating in the global market, our custom-tailored approach to design,
procurement, and equipment integration provides a single point of accountability across all aspects of growing operations. Visit
www.urban-gro.com to learn more.

Safe
Harbor Statement

This
press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release, terms such as “believes,”
“estimates,” “should,” “could,” “would,” “plans,” “expects,”
“intends,” “anticipates,” “may,” “forecasts,” “projects” and similar
expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements.
Such forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related
to the demand for our services and products, our ability to manage the adverse effect brought on by the COVID-19 pandemic, our
ability to execute on our strategic plans, our ability to achieve positive cash flows or profitability, our ability to achieve
and maintain cost savings, the sufficiency of our liquidity and capital resources, and our ability to achieve our key initiatives
for 2020. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s
filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements
to reflect events or circumstances after the date hereof, except as may be required by law.

urban-gro
Investor Relations Contact:

Jenene
Thomas

Chief
Executive Officer

JTC
Team, LLC

T:
833.475.8247

investors@urban-gro.com

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