Exhibit 4.6


 


DESCRIPTION
OF REGISTERED SECURITIES


 


The
following description of registered securities of Purple Innovation, Inc. (the “company,” “we,” “us”
and “our”) summarizes certain provisions of our Second Amended and Restated Certificate of incorporation and our Amended
and Restated Bylaws. The description is intended as a summary, and is qualified in its entirety by reference to our Second Amended
and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws
as amended by Amendment No. 1 to the Bylaws (the “Bylaws”), copies of which have been included as exhibits to this
Annual Report on Form 10-K.


 


Our
authorized capital stock consists of: (a) 300 million shares of common stock, which consists of (i) 210 million shares of Class
A Common Stock, par value of $0.0001 per share, and (ii) 90 million shares of Class B Common Stock, par value of $0.0001 per share;
and (b) 5 million shares of undesignated preferred stock, $0.0001 par value per share. 


 


Class
A Common Stock


 


Listing


 


Our
Class A Common Stock is listed and principally traded on the NASDAQ Global Market under the symbol “PRPL.”


 


Voting
Rights


 


Holders
of Class A Common Stock are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified
in our Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, or as required by applicable provisions
of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority
of our common shares that are voted is required to approve any such matter voted on by our stockholders. Directors are elected
by a majority of the votes cast at an annual meeting of stockholders by holders of our common stock. There is no cumulative voting
with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election
of directors can elect all of the directors.


 


Dividends


 


Holders
of Class A Common Stock are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds
legally available therefor.


 


Liquidation


 


In
the event of a liquidation, dissolution or winding up of the Company, holders of our Class A Common Stock are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for
each class of stock, if any, having preference over the common stock. Holders of our Class A Common Stock have no preemptive or
other subscription rights, other than as described below in the section entitled “Preemptive or Other Rights.” There
are no sinking fund provisions applicable to the Class A Common Stock.  


 


Preemptive
or Other Rights


 


On
February 1, 2018 the Company entered into a subscription agreement (the “Coliseum Subscription Agreement”) with CCP
and Blackwell (together the “Coliseum Investors”), pursuant to which CCP agreed to purchase from the Company 2,900,000
shares of Class A Common Stock of the Company at a purchase price of $10.00 per share and Blackwell agreed to purchase from the
Company 1,100,000 shares of Class A Common Stock of the Company at a purchase price of $10.00 per share (the “Coliseum Private
Placement”). The shares of the Company’s common stock issued in the Coliseum Private Placement were not registered
under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.


 






     


     


    

 


In
connection with the Coliseum Private Placement, we granted to the Coliseum Investors preemptive rights for the future sale of
Company securities. So long as the Coliseum Investors hold at least 50% of the shares of Class A Common Stock acquired in the
Coliseum Private Placement, the Coliseum Investors are entitled to purchase up to their pro rata share of all equity securities
issued by the Company, subject to certain exceptions.


 


In
addition, the Coliseum Subscription Agreement provides the Coliseum Investors (and any other funds or accounts managed by Coliseum
Capital Management, LLC) with a right of first refusal to provide all, but not less than all, of any of the following financings
by the Company or any of its subsidiaries: (i) preferred equity financing with a preference to or over any of the terms of the
Company’s common stock and (ii) any debt financing with a principal amount outstanding (together with all other debt provided
by lender or group of lenders) greater than or equal to $10 million, other than (x) the replacement or refinancing of existing
indebtedness or (y) an asset based loan on customary terms with an all in interest rate of not greater than 5% per year, by the
Company or any of its subsidiaries.


 


Other
than the Coliseum Investors, stockholders will have no preemptive or other subscription rights and there will be no sinking fund
or redemption provisions applicable to the Class A Common Stock and Class B Common Stock.


 


Founder
Shares


 


2,587,500
of our outstanding shares of Class A Common Stock were sold to Global Partner Sponsor I LLC (the “Sponsor”) in our
initial public offering. These “Founder Shares” are identical to the shares of Class A Common Stock sold in our initial
public offering, and holders of these shares have the same stockholder rights as public stockholders.


 


In
connection with the closing of the Business Combination, the Company, Continental Stock Transfer and the Coliseum Investors entered
into an Agreement to Assign Founder Shares (the “Founder Share Assignment Agreement”), pursuant to which the Sponsor
assigned to the Coliseum Investors an aggregate of 1,293,750 of its Founder Shares (the “Coliseum Founder Shares”).


 


Transfer
Agent


 


Philadelphia
Stock Transfer, Inc is the transfer agent and registrar for our common stock.


 


Certain
Anti-Takeover Provisions of Delaware Law


 


DGCL
Provisions. We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute
prevents certain Delaware corporations, under certain circumstances, from engaging in a “merger” with:


 


	 	●	a
    stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


 


	 	●	an
    affiliate of an interested stockholder; or


 


	 	●	an
    associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


A
“merger” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do
not apply if:


 


 


	 	●	our
    board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the
    date of the transaction;


 


	 	●	after
    the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned
    at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares
    of common stock; or


 






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	 	●	on
    or subsequent to the date of the transaction, the merger is approved by our board of directors and authorized at a meeting
    of its stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock
    not owned by the interested stockholder.


  


Advance
Notice Requirements for Shareholder Proposals and Director Nominations. Our Bylaws provide advance notice procedures for shareholders
seeking to bring business before our annual meeting of shareholders or to nominate candidates for election as directors at our
annual meeting of shareholders and specify certain requirements regarding the form and content of a shareholder’s notice.
These provisions might preclude our shareholders from bringing matters before our annual meeting of shareholders or from making
nominations for directors at our annual meeting of shareholders if the proper procedures are not followed.


 


Additional
Authorized Shares of Capital Stock. The additional shares of authorized common stock and preferred stock available for issuance
under our Certificate of Incorporation, could be issued at such times, under such circumstances and with such terms and conditions
as to impede a change in control.


 


Issuance
of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the shareholders, to
issue shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time
by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors
to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest
or other means.


 


Limitations
on Stockholder Ability to Act by Written Consent or Call Special Meetings. The Certificate of Incorporation eliminate the
right of shareholders to act by written consent without a meeting. Further, the Bylaws and Certificate of Incorporation provide
that special meetings of shareholders may be called only by the Chairman of the Board of Directors, the Chief Executive Officer,
or the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors.


 


Choice
of Forum. Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum
for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting
a claim against us arising pursuant to the DGCL, our Certificate of Incorporation or our Bylaws; or any action asserting a claim
against us that is governed by the internal affairs doctrine.


 


 






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