Exhibit 4.4


 


DESCRIPTION OF CAPITAL STOCK


 





General


 


The following description of our capital stock
and provisions of our amended and restated certificate of incorporation (the “Articles of Incorporation”), and amended and
restated by-laws (the “By-laws”) are summaries and are qualified by reference to the Articles of Incorporation and the By-laws
that are on file with the SEC.


 


Authorized Capital Stock


 


Our Articles of Incorporation authorize us to
issue 30,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per
share.


 


Common Stock


 


The holders of our common stock are entitled to
receive ratably the dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts
as our Board of Directors (the “Board”) from time to time may determine, subject to preferences that may be applicable to
any then outstanding preferred stock. Holders of our common stock are entitled to one vote for each share held on all matters submitted
to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. Our common stock is
not entitled to pre-emptive rights and is not subject to conversion or redemption. There are no redemption or sinking fund provisions
applicable to our common stock. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution
to stockholders are distributable ratably among the holders of our common stock after payment of liabilities, accrued dividends and liquidation
preferences, if any. All outstanding shares are, when sold, validly issued, fully paid, and nonassessable.


 


Preferred Stock


 


The Board is authorized to issue 10,000,000 shares
of preferred stock without further action by the holders of our common stock. The shares of preferred stock may be issued from time to
time in one or more series, each of which will have such distinctive designation or title as shall be determined by our Board prior to
the issuance of any shares thereof. Preferred stock will have such voting powers, full or limited, or no voting powers, and such preferences
and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be
stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time
to time by the Board prior to the issuance of any shares thereof.


 


The issuance of preferred stock could adversely
affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the
actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until the Board determines
the specific rights of the holders of the preferred stock; however, these effects may include:


 


	 	•	Restricting dividends on the common stock;


 


	 	•	Diluting the voting power of the common stock;


 


	 	•	Impairing the liquidation rights of the common stock; or


 


	 	•	Delaying or preventing a change in control of the Company without further action by the stockholders.


 


Registration Rights


 


On December 1, 2020, Petros entered into
a Registration Rights Agreement (the “Registration Rights Agreement”) with JCP III SM AIV, L.P. and its affiliates who hold
Petros capital stock (the “Juggernaut Holders”). Under the Registration Rights Agreement, the Juggernaut Holders have the
demand registration rights and piggyback registration rights described below, in either case, registering the resale of their shares of
Petros Common Stock. These registration rights are subject to conditions and limitations.


 






    


     


    

 


Demand Registration Rights. Petros
is obligated to file a shelf registration statement under Rule 415 of the Securities Act covering the resale of all the shares of
Petros capital stock held by the Juggernaut Holders and to use commercially reasonable efforts to have such shelf registration statement
declared effective. Following the nine month anniversary of the date of the Registration Rights Agreement, Juggernaut Holders of at least
$10.0 million worth of Petros’ registrable securities shall have the right to sell all or part of their registrable shares of Petros
capital stock by delivering a written request to Petros for an underwritten offering. In the event a shelf registration statement has
been declared effective and is unavailable, Juggernaut Holders of at least $10.0 million worth of Petros’s registrable securities
shall have the right to require Petros to effect a long-form registration statement. In no event will the Registration Rights Agreement
require Petros file more than two long-form registration statements or require Petros to cause a long-form registration statement to be
declared effective within a period of 90 days after the effective date of any other registration statement, other than a Form S-4
or Form S-8 or comparable form.


 


Piggyback Registration Rights. If
Petros proposes to file a registration statement under the Securities Act for the purposes of registering Petros securities, other than
a registration statement on Form S-4 or Form S-8 or any similar successor forms thereto, the Juggernaut Holders are entitled
to receive notice of such registration and to request that Petros includes their registrable securities for resale in the registration
statement.


 


Expenses of Registration. Petros will
pay all registration expenses, other than underwriting discounts and commissions, related to any demand or piggyback registration. The
Registration Rights Agreement contains customary cross-indemnification provisions, pursuant to which Petros is obligated to indemnify
the selling Juggernaut Holders, in the event of misstatements or omissions in the registration statement attributable to Petros except
in the event of fraud, and the selling Juggernaut Holders are obligated to indemnify Petros for misstatements or omissions attributable
to them.


 


Expiration of Registration Right. The
registration rights will terminate five years from the date of the Registration Rights Agreement.


 


Anti-Takeover Effects of Delaware Law and Specified
Articles of Incorporation and By-laws Provisions


 


Preferred Stock. The existence of authorized
but unissued shares of preferred stock may enable the Board to render more difficult or to discourage an attempt to gain control of Petros
by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, the
Board were to determine that a takeover proposal is not in the best interests of us or stockholders, the Board could cause shares of preferred
stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or
other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, the Articles of Incorporation grant
the Board broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares
of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The
issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying,
deterring or preventing a change in control of Petros.


 


Stockholder Action; Special Meeting of Stockholders.
Our Articles of Incorporation and By-laws provide that stockholders may take action only at a duly called annual or special meeting of
stockholders and may not take action by written consent. Our Articles of Incorporation and By-laws further provide that special meetings
of our stockholders may be called only by a majority of the Board or by our chief executive officer or, if the office of chief executive
officer is vacant, our president. In no event may our stockholders call a special meeting of stockholders.


 


Business Combinations. Our Articles
of Incorporation provide that the provisions of Section 203 of the Delaware General Corporation Law, which relate to business combinations
with interested stockholders, do not apply to us. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation
from engaging in a “business combination” with any “interested stockholder” for three years following the date
that such person became an interested stockholder, unless either the interested stockholder attained such status with the approval of
our board of directors, the business combination is approved by our board of directors and stockholders in a prescribed manner or the
interested stockholder acquired at least 85% of our outstanding voting stock in the transaction in which such person became an interested
stockholder. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested
stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person
beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled
by such entity or person.


 






    


     


    

 


Advance Notice Requirements for Stockholder
Proposals and Director Nominations. Our By-laws provide that stockholders seeking to bring business before an annual meeting of stockholders,
or to nominate candidates for election as directors at an annual meeting of stockholders, must meet specified procedural requirements.
These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for
directors at an annual or special meeting of stockholders.


 


Exclusive Forum Charter Provision. Our
Articles of Incorporation and By-laws require that the Court of Chancery of the State of Delaware will, to the fullest extent permitted
by applicable law, be the sole and exclusive forum for a stockholder (including a beneficial owner) to bring for the following:


 


	 	i)	any derivative action or proceeding brought on behalf of the Company;


 


	 	ii)	any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders;


 


	 	iii)	any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law, the Articles of Incorporation or the By-laws; or


 


	 	iv)	any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine;


 


except for, as to each of (i) through (iv) above,
any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court
of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following
such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which
the Court of Chancery does not have subject matter jurisdiction. Because the applicability of the exclusive forum provision is limited
to the extent permitted by applicable law, we do not intend that the exclusive forum provision would apply to suits brought to enforce
any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, and acknowledge
that federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act.
We note that there is uncertainty as to whether a court would enforce the provision and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. Although we believe this provision benefits us by providing increased
consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging
lawsuits against our directors and officers.


 


Directors’ Liability. Our Articles
of Incorporation limit the personal liability of directors to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director to the maximum extent permitted by the Delaware General Corporation Law and provides that no director will have personal
liability to us or to our stockholders for monetary damages for breach of fiduciary duty. However, these provisions do not eliminate or
limit the liability of any of our directors:


 


	 	•	for any breach of the director’s duty of loyalty to us or our stockholders;


 


	 	•	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;


 


	 	•	for voting or assenting to unlawful payments of dividends, stock repurchases or other distributions; or


 


	 	•	for any transaction from which the director derived an improper personal benefit.