hbr_ex41






EXHIBIT 4.1


 







DESCRIPTION OF THE REGISTRANT’S SECURITIES



REGISTERED PURSUANT TO SECTION 12 OF THE



SECURITIES EXCHANGE ACT OF 1934



 


Healthcare
Business Resources Inc. (the “Company” or
“we” or “our”) has one class of securities
registered under Section 12 of the Securities Exchange Act of 1934,
our common stock, par value $0.001 per share (the “common
stock”).


 


The
following description of our common stock is a summary and does not
purport to be complete. It is subject to and qualified in its
entirety by reference to our Certificate of Incorporation (the
“certificate of incorporation” or
“charter”) and our Bylaws (the “bylaws”),
each of which are incorporated by reference as an exhibit to the
Annual Report on Form 10-K of which this exhibit is a part. We
encourage you to read our certificate of incorporation, our bylaws
and the applicable provisions of the Delaware General Corporation
Law (the “DGCL”) for additional
information.



 


Authorized Share
Capital. The
Company’s authorized capital stock consists of 200,000,000
shares of common stock, par value $0.001 per
share.



 


Voting. Holders of our common stock are entitled to one
vote for each share held of record on all matters to be voted on by
stockholders. There is no cumulative voting with respect to the
election of directors, with the result that directors will be
elected by a plurality of the votes cast.



 


Dividend
Rights. Holders of our common
stock are entitled to receive dividends when, as and if declared by
our board of directors out of funds legally available for this
purpose.



 


Liquidation
Preferences. In the event of
our liquidation, dissolution or winding up, holders of our common
stock are entitled to receive on a proportional basis any assets
remaining available for distribution after payment of our
liabilities.



 


Other Terms. Holders of common stock have no conversion,
preemptive or other subscription rights and there are no sinking
fund or redemption provisions applicable to the common stock. All
outstanding shares of the common stock are fully paid and
non-assessable.


 



Anti-Takeover Provisions



 


Certain
of our charter, statutory and contractual provisions could make the
removal of our management and directors more difficult and may
discourage transactions that otherwise could involve payment of a
premium over prevailing market prices for our common stock.
Furthermore, the existence of the foregoing provisions, as well as
the significant common stock beneficially owned by our executive
officers, and certain members of our board of directors, could
lower the price that investors might be willing to pay in the
future for shares of our common stock. They could also deter
potential acquirers of our Company, thereby reducing the likelihood
that you could receive a premium for your common stock in an
acquisition.


 



 







 






 



 



 Charter and
Bylaw Provisions



 


Our
certificate of incorporation and bylaws contain the following
provisions that may have the effect of discouraging unsolicited
acquisition proposals:



 




●

prohibit
cumulative voting in the election of directors, which would
otherwise allow less than a majority of stockholders to elect
director candidates;








●

empower
our board of directors to fill any vacancy on our board of
directors, whether such vacancy occurs as a result of an increase
in the number of directors or otherwise;








●

provide
that our board of directors is expressly authorized to adopt, amend
or repeal our bylaws; and








●

provide
that our directors will be elected by a plurality of the votes cast
in the election of directors.







 



These provisions could lower the price that future investors might
be willing to pay for shares of our common stock.



Delaware Law



 


Section
203 of the DGCL is applicable to takeovers of certain Delaware
corporations, including us. Subject to exceptions enumerated in
Section 203, Section 203 provides that a corporation shall not
engage in any business combination with any “interested
stockholder” for a three-year period following the date that
the stockholder becomes an interested stockholder
unless:



 




●

prior
to that date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in
the stockholder becoming an interested stockholder;








●

upon
consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, though some
shares may be excluded from the calculation; or








●

on
or subsequent to that date, the business combination is approved by
the board of directors of the corporation and by the affirmative
votes of holders of at least two-thirds of the outstanding voting
stock that is not owned by the interested stockholder.







 


Except
as specified in Section 203, an interested stockholder is generally
defined to include any person who, together with any affiliates or
associates of that person, beneficially owns, directly or
indirectly, 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and
was the owner of 15% or more of the outstanding voting stock of the
corporation, any time within three years immediately prior to the
relevant date. Under certain circumstances, Section 203 makes it
more difficult for an interested stockholder to effect various
business combinations with a corporation for a three-year period,
although the stockholders may elect not to be governed by this
section, by adopting an amendment to the certificate of
incorporation or bylaws, effective 12 months after adoption. Our
certificate of incorporation and bylaws do not opt out from the
restrictions imposed under Section 203. We anticipate that the
provisions of Section 203 may encourage companies interested in
acquiring us to negotiate in advance with the board because the
stockholder approval requirement would be avoided if a majority of
the directors then in office excluding an interested stockholder
approve either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder.
These provisions may have the effect of deterring hostile takeovers
or delaying changes in control, which could depress the market
price of our common stock and deprive stockholders of opportunities
to realize a premium on shares of common stock held by
them.



 



 Contractual
Provisions



 


Our
employee stock option agreements may include change-in-control
provisions that allow us to grant options or stock purchase rights
that may become vested immediately upon a change in control. The
terms of change of control provisions contained in certain of our
senior executive employee agreements may also discourage a change
in control of our Company.


 


Our
board of directors also has the power to adopt a stockholder rights
plan that could delay or prevent a change in control of our Company
even if the change in control is generally beneficial to our
stockholders. These plans, sometimes called “poison
pills,” are oftentimes criticized by institutional investors
or their advisors and could affect our rating by such investors or
advisors. If our board of directors adopts such a plan, it might
have the effect of reducing the price that new investors are
willing to pay for shares of our common stock.


 



 







 






 


 



Exclusive Forum Provision



 


Our
bylaws provide that unless we consent in writing to the selection
of an alternative forum, the Court of Chancery of the State of
Delaware (or, if the Court of Chancery does not have jurisdiction,
the federal district court for the District of Delaware) shall be
the sole and exclusive forum for:



 




●

any
derivative action or proceeding brought on behalf of our
Company;








●

any
action asserting a claim for breach of a fiduciary duty owed by any
director, officer, employee, or agent of the Company to the Company
or the Company's stockholders;








●

any
action asserting a claim arising pursuant to any provision of the
Delaware General Corporation Law, the Certificate of Incorporation,
or these by-laws; or








●

any
action asserting a claim governed by the internal affairs
doctrine;







 


in
each case, subject to said court having personal jurisdiction over
the indispensable parties named as defendants therein. If any
action the subject matter of which is within the scope of Section
7.06 of our Bylaws is filed in a court other than a court
located within the State of Delaware (a “Foreign
Action”) in the name of any stockholder, such stockholder
shall be deemed to have consented to: (i) the personal jurisdiction
of the state and federal courts located within the State of
Delaware in connection with any action brought in any such court to
enforce Section 7.06 of our Bylaws (an “Enforcement
Action”); and (ii) having service of process made upon such
stockholder in any such Enforcement Action by service upon such
stockholder’s counsel in the Foreign Action as agent for such
stockholder. Any person or entity purchasing or otherwise acquiring
any interest in shares of capital stock of the Corporation shall be
deemed to have notice of and consented to the provisions of this
Section.



 



             

The
enforceability of similar choice of forum provisions in other
companies’ bylaws and certificates of incorporation has been
challenged in legal proceedings, and it is possible that, in
connection with any action, a court could find the choice of forum
provisions contained in our bylaws to be inapplicable or
unenforceable in such action.







 


These
provisions would not apply to suits brought to enforce a duty or
liability created by the Exchange Act, Securities Act or any other
claim for which the federal courts have exclusive or concurrent
jurisdiction. Any person or entity purchasing or otherwise
acquiring any interest in our securities shall be deemed to have
notice of and consented to these provisions. Our exclusive forum
provision will not relieve us of our duties to comply with the
federal securities laws and the rules and regulations thereunder,
and our shareholders will not be deemed to have waived our
compliance with these laws, rules and regulations.


 


Together,
these charter, statutory and contractual provisions could make the
removal of our management and directors more difficult and may
discourage transactions that otherwise could involve payment of a
premium over prevailing market prices for our common stock.
Furthermore, the existence of the foregoing provisions, as well as
the significant common stock beneficially owned by our founder,
executive officers, and certain members of our board of directors,
could limit the price that investors might be willing to pay in the
future for shares of our common stock. They could also deter
potential acquirers of our Company, thereby reducing the likelihood
that you could receive a premium for your common stock in an
acquisition.



 



Listing



 


Our
shares of common stock are not listed on any exchange at this
time.