Exhibit 4.1


 


DESCRIPTION OF SECURITIES


 


As of December 31, 2020, the ordinary shares of
Cyren Ltd. (“we,” “us,” “our” or the “Company”) were the Company’s only class of
securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended.


 


The following description of our share
capital is intended as a summary only and therefore is not a complete description of our share capital. This description is based upon,
and is qualified by reference to, our Amended and Restated Articles of Association and applicable provisions of the Israeli Companies
Law, 1999 and the regulations promulgated thereunder as in effect from time to time (the “Companies Law”). You should read
our Amended and Restated Articles of Association, which is incorporated by reference as an exhibit to the Company’s Annual Report
on Form 10-K filed with the Securities and Exchange Commission of which this Exhibit is a part, for the provisions that are important
to you.


 


As of December 31, 2020, our authorized
share capital consisted of 110,000,000 ordinary shares, NIS 0.15 par value. As of December 31, 2020, there were 61,271,910 ordinary shares
issued and outstanding.


 


Our ordinary shares are listed on the Nasdaq Capital Market
under the symbol “CYRN.”


 


Description of Ordinary Shares


 


All issued and outstanding ordinary shares of Cyren Ltd. are
duly authorized and validly issued, fully paid and non-assessable.


 


The ordinary shares do not have preemptive
rights. The ordinary shares may generally be freely transferred under our Amended and Restated Articles of Association, unless the transfer
is restricted or prohibited by applicable law or the rules of the stock exchange on which the shares are traded. Our Amended and Restated
Articles of Association and the laws of the State of Israel do not restrict in any way the ownership or voting of ordinary shares by non-residents
of Israel, except, under certain circumstances, with respect to ownership by subjects of countries which are, or have been, in a state
of war with Israel.


 


Dividend and Liquidation Rights


 


The ordinary shares
are entitled to their full proportion of any cash or share dividend duly declared. Cash or share dividend shall be considered as duly
declared if it meets the “Profit Test” and the “Solvency Test”. According to the “Profit Test” a company
may distribute cash or share divided out of its “profits” as defined in the Companies Law. According to the “Solvency
Test” a company may distribute cash or share divided on condition that there is no reasonable concern that the distribution will
prevent the company from meeting its existing and foreseeable obligations when they become due.


 


Distribution of cash or share divided which meets only the
“Solvency Test” is subject to Court approval. For the purposes of the “Profit Test”, “profits” are
defined as the higher of the balance of surplus or the surplus which was accumulated during the past two years, on the basis of the latest
adjusted financial reports, audited or reviewed, prepared by the Company, following deduction of previous distributions if not already
reduced from the surplus, provided that not more than six months have lapsed between the date in respect of which the financial reports
were prepared and the date of distribution. “Adjusted financial reports” are defined as the financial reports adjusted to
the CPI, or subsequent or replacement financial reports, all in accordance with accepted accounting principles. “Surplus”
is defined as the amounts included in the Company’s equity originating from the net profit of the Company, as determined in accordance
with accepted accounting principles, and other amounts included in the equity under accepted accounting principles which are not share
capital or premiums, which are deemed to be profits.


 






     


     


    

 


Subjects to the rights of the holders
of shares with preferential or other special rights that may be authorized, the holders of ordinary shares are entitled to receive dividends
in proportion to the sums paid up or credited as paid up on account of the nominal value of their respective holdings of the shares in
respect of which the dividend is being paid (without taking into account the premium paid up on the shares) out of assets legally available
therefor and, in the event of our winding up, to share ratably in all assets remaining after payment of liabilities in proportion to the
nominal value of their respective holdings of the shares in respect of which such distribution is being made, subject to applicable law.
Declaration of a dividend which meets the “Profit Test” and “Solvency Test” requires approval by the Board of
Directors, and if such dividend meets only the “Solvency Test”, is also subject to Court approval.


 


Under current Israeli
regulations, any dividends or other distributions paid in respect of ordinary shares purchased by non-residents of Israel with certain
non-Israeli currencies (including U.S. dollars) will be freely repatriated in such non-Israeli currencies at the rate of exchange prevailing
at the time of conversion, provided that Israel income tax has been paid on or withheld from such payments.


 


Modification of Class Rights


 


If at any time the share capital is divided
into different classes of shares, then, unless the conditions of allotment of such class provide otherwise, the rights, additional rights,
advantages, restrictions and conditions attached or not attached to any class, at any given time, may be modified, enhanced, added or
abrogated by resolution at a meeting of the holders of the shares of such class.


 


Special Provisions in Amended and Restated Articles of Association
Relating To Directors and Executive Officers


 


The discussion regarding External Directors
under “Item 10. Directors, Executive Officers and Corporate Governance – Director Independence” from the Annual Report
on Form 10-K for the fiscal year ended December 31, 2020 is incorporated herein by reference.


 


Voting, Shareholder Meetings and Resolutions


 


Holders of ordinary shares have one vote for each
share held on all matters submitted to a vote of shareholders.


 


An annual general meeting must be held
once every calendar year at such time (not more than 15 months after the last preceding annual general meeting) and at such place, either
within or outside the State of Israel, as may be determined by the Board of Directors. The quorum required for a general meeting of shareholders
consists of at least two shareholders present in person or by proxy and holding at least one-third of the voting rights of the issued
share capital. A meeting adjourned for lack of a quorum may be adjourned to the same day in the next week at the same time and place,
or to such time and place as the Board of Directors may determine in a notice to shareholders. At such reconvened meeting any two shareholders
entitled to vote and present in person or by proxy will constitute a quorum. Rule 5620(c) to Nasdaq Listing Rules requires that an issuer
listed on Nasdaq should have a quorum requirement that in no case be less than 33 1/3% of the outstanding shares of the company’s
common voting stock. However, as mentioned above, our Amended and Restated Articles of Association, consistent with the Companies Law,
provides for a lower quorum requirement at an adjourned meeting.


 


Generally, shareholder resolutions will be deemed
adopted if approved by the holders of a majority of the voting power represented at the meeting, in person or by proxy, and voting thereon.
For certain matters as described under the Companies Law, there is a requirement that the majority include the affirmative vote of at
least a majority of the votes cast by shareholders who are not controlling shareholders of the Company and/or which do not have a personal
interest in the matter to be voted upon (where a personal interest may include the interests of representatives of such shareholder) or,
alternatively, the total shareholdings of the votes cast against the proposal (other than by the Company’s controlling shareholders
or interested parties in the matter to be voted upon) must not present more than two percent of the voting rights in the Company.


 






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Anti-Takeover Provisions Under Israeli Law


 


Under the Companies Law, a merger is
generally required to be approved by the board of directors of each of the merging companies after determination that the contemplated
merger shall not adversely affect the ability of the surviving company to meet its obligations to its creditors as such become due and
payable, and by the shareholders of each of the merging companies. If the share capital of the company that will not be the surviving
company is divided into different classes of shares, the approval of each class is also required. In addition, a merger can be completed
only after, among other things, thirty days have passed from the shareholders’ approval of each of the merging companies, all approvals
have been submitted to the Israeli Registrar of Companies and at least fifty days have passed from the time that a proposal for approval
of the merger was filed with the Registrar.


 


The Companies Law provides that in general,
an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would
hold 25% or more of the voting rights in the company, unless there is already another 25% shareholder of the company. Similarly, the Companies
Law provides that in general, an acquisition of shares in a public company must be made by means of a tender offer if as a result of the
acquisition the purchaser would hold more than 45% of the voting rights of the company, unless someone else already holds 45% of the voting
power of the company.


 


Israeli tax law treats specified acquisitions,
including a stock-for-stock swap between an Israeli company and a foreign company, less favorably than does U.S. tax law. For example,
Israeli tax law may subject a shareholder who exchanges his ordinary shares for shares in a foreign corporation to taxation before it
would become taxable in the United States, even though the investment has not become liquid, although in the case of shares of a foreign
corporation that are traded on a stock exchange, the tax may be postponed subject to certain conditions.


 


Transfer of Shares and Notices


 


Fully paid ordinary shares that are issued and
not subject to any legal restrictions on transference may be transferred freely. Each shareholder of record is entitled to receive at
least 21 days’ prior notice (and for certain matters, 35 days’ prior notice) before the date of a shareholder meeting and
at least five days’ prior notice before the record date for the meeting. For purposes of determining the shareholders entitled to
notice of and to vote at such meeting, the Board of Directors may fix a record date, which shall be between 4 and 40 days prior to the
date of any shareholder meeting.


 


Changes in Our Capital


 


Changes in our capital are subject to
the applicable provisions of the Companies Law and to the approval of the shareholders, generally by a majority of the votes of shareholders
present by person or by proxy and voting at the shareholders meeting.


 


 


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