EXHIBIT
4.4


 


Description
of the Company’s Securities Registered Pursuant to Section 12 of the Securities Act of 1934


 


We
are a Florida corporation. The rights of our stockholders are governed by the Florida Business Corporation Act, or the FBCA, our
amended and restated articles of incorporation and our amended and restated bylaws. The following summary of the material terms,
rights and preferences of our capital stock is not complete. You should read our amended and restated articles of incorporation,
which we refer to as our charter, and our bylaws, for more complete information. You should read these documents, copies of which
are filed as exhibits to our annual report on Form 10-K.


 


Authorized
Capitalization


 


Our
authorized capital stock consists of:


 


	 	●	5,000,000
    shares of common stock, par value $.01 per share; and
	 	 	 
	 	●	6,000,000
    shares of preferred stock, without par value.


 


Common
Stock


 


As
of June 30, 2020, we had 2,951,352 outstanding shares of common stock.


 


Voting
Rights. Each holder of our common stock is entitled to one vote per share on each matter submitted to a vote of stockholders.
Our bylaws provide that the presence of holders of shares representing a majority of the voting power of our outstanding capital
stock entitled to vote at a stockholders’ meeting shall constitute a quorum. When a quorum is present, the affirmative vote
of a majority of the votes cast is required to take action, unless otherwise specified by law, the NASDAQ listing rules or our
articles of incorporation. There are no cumulative voting rights.


 


Dividends.
Each holder of our common stock is entitled to such dividends as the board of directors may declare from time to time out
of funds legally available therefor. Our ability to pay dividends depends upon the receipt of distributions from the Bank because
we have no other source of income. The rights of common shareholders to receive dividends are subject to the preferential rights
of any preferred stock that we may issue in the future.


 


Preferred
Stock


 


Our
board of directors is authorized, without further action of the stockholders, to issue from time to time shares of preferred stock
in one or more series and with such relative rights, powers, preferences, and limitations as the board of directors may determine
at the time of issuance. Such shares may be convertible into common stock and may be senior to the common stock in the payment
of dividends, liquidation, voting and other rights, preferences and privileges. The issuance of shares of preferred stock could
adversely affect the holders of common stock. For example, the issuance of preferred stock could be used in certain circumstances
to render more difficult or discourage a merger, tender offer, proxy contest or removal of incumbent management. Preferred stock
may be issued with voting and conversion rights that could adversely affect the voting power and other rights of the holders of
common stock.


 


Series
B Preferred


 


The
Board has authorized a new class of preferred stock to be entitled “Series B Preferred Stock.” The Company will be
authorized to issue 100 shares of Series B Preferred. As of June 30, 2020, we had 100 outstanding shares of Series B preferred
stock.


 


Rank.
Except as otherwise expressly set forth in the Certificate of Designation for the Series B Preferred Stock, all Shares of the
Series B Preferred Stock rank senior to all Junior Securities, with respect to payment or distribution of assets upon liquidation,
dissolution, or winding up of the Company, whether voluntary or involuntary. “Junior Securities” means, collectively,
the Common Stock and any other class of securities that is specifically designated as junior to the Series B Preferred Stock.


 




    	 		 



     


    

 


Participating
Dividends. Except in the case of liquidation, if the Company declares or pays a dividend or distribution on the Common Stock,
the Company shall simultaneously declare and pay a dividend on the Series B Preferred Stock on a pro rata basis with the Common
Stock determined on an as-converted basis assuming all Shares of Series B Preferred Stock had been converted immediately prior
to the record date of the applicable dividend.


 


Liquidation.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (a “Liquidation”),
the holders of Shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company
available for distribution to its stockholders, before any payment shall be made to the holders of Junior Securities by reason
of their ownership thereof, an amount per Share equal to the greater of (i) the Series B Original Issue Price of $25,0000, or
(ii) such amount per Share as would have been payable had all shares of Series B Preferred Stock been converted into Common Stock
immediately prior to such Liquidation (the amount payable pursuant to this sentence is hereinafter referred to as the “Series
B Liquidation Amount”).


 


Voting.
Except as provided below and otherwise provided by law, the holders of the Series B Preferred Stock will have no voting rights.


 


Supermajority
Voting Rights—Amendments. The affirmative vote or consent of the holders of at least 66-2/3% of all of the Shares of
the Series B Preferred Stock at the time outstanding, voting separately as a class (a “Supermajority Interest”), shall
be required to amend the provisions of the Articles of Incorporation so as to materially and adversely affect the rights, preferences
or privileges of the Series B Preferred Stock, taken as a whole.


 


Supermajority
Voting Rights—Priority. The affirmative vote or consent of a Supermajority Interest of the Series B Preferred Stock
shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security
convertible into or evidencing the right to purchase, any class or series of stock ranking senior to the shares of the Series
B Preferred Stock with respect to payment of dividends or the distribution of assets upon any Liquidation of the Company.


 


Right
to Convert. Subject to the provisions of described below, at any time and from time to time on or after issuance, the Company
shall have the right to convert all or any portion of the outstanding Shares of Series B Preferred Stock into an aggregate number
of shares of Common Stock as is determined by (i) multiplying the number of Shares (including any fraction of a Share) to be converted
by the Series B Original Issue Price thereof, and then (ii) dividing the result by the Conversion Price in effect immediately
prior to such conversion. The initial conversion price per Share (the “Conversion Price”) shall be $2.50 per Share,
subject to certain adjustments. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred
Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such
fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors
of the Company.


 


Limitations
on Conversion. The right of the Company to convert any of the Shares of the Series B Preferred Stock shall be subject to the
prior fulfillment of the following conditions:


 


(a)
Such conversion shall have been by approved by the holders of a majority of the outstanding Common Stock of the Company;
and


 


(b)
Such conversion shall not result in any holder of the Series B Preferred Stock and any Persons with whom the holder may be
acting in concert, becoming Beneficial Owners of more than 9.9% of the outstanding shares of the Common Stock. For purposes
of this subsection, the term “Beneficial Owner” shall have the meaning given to such term in SEC Rule
13d-3.


 


Reservation
of Stock. The Company shall at all times when any Shares of Series B Preferred Stock is outstanding reserve and keep available
out of its authorized but unissued shares of capital stock, solely for the purpose of issuance upon the conversion of the Series
B Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.


 




    	 		 



     


    

 


Adjustment
to Conversion Price and Number of Conversion Shares. The Conversion Price and the number of Conversion Shares issuable on
conversion of the Shares of Series B Preferred Stock shall be subject to customary adjustments upon dividend, subdivision, or
combination of common stock, and upon any reorganization, reclassification, consolidation or merger.


 


Preemptive
Rights. The holders of shares of Series B Preferred Stock shall have no preemptive rights with respect to any shares of the
Company’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such
capital stock.


 


Anti-Takeover
Effects of Certain Provisions of Florida Law


 


Section
607.0902 of the FBCA prohibits the voting of shares in a publicly-held Florida corporation that are acquired in a “control
share acquisition” unless the holders of a majority of the corporation’s voting shares (exclusive of shares held by
officers of the corporation, inside directors or the acquiring party) approve the granting of voting rights as to the shares acquired
in the control share acquisition or unless the acquisition is approved by the corporation’s Board of Directors. A “control
share acquisition” is defined as an acquisition that immediately thereafter entitles the acquiring party to vote in the
election of directors within each of the following ranges of voting power: (i) one-fifth or more but less than one-third of all
voting power; (ii) one-third or more but less than a majority of all voting power; and (iii) more than a majority of all voting
power.


 


Sections
607.0901 of the FBCA contains an “affiliated transaction” provision that prohibits a publicly-held Florida corporation
from engaging in a broad range of business combinations or other extraordinary corporate transactions with an “interested
shareholder” unless, among others: (i) the transaction is approved by a majority of disinterested directors before the person
becomes an interested shareholder; (ii) the interested shareholder has owned at least 80% of the corporation’s outstanding
voting shares for at least five years; or (iii) the transaction is approved by the holders of two-thirds of the corporation’s
voting shares other than those owned by the interested shareholder. An interested shareholder is defined as a person who together
with affiliates and associates beneficially owns more than 10% of the corporation’s outstanding voting shares.


 


Authorized
but Unissued Shares


 


The
FCBA provides that the authorized but unissued shares of common stock and preferred stock of a Florida corporation are available
for future issuance without stockholder approval; however, such issuances by the Company are subject to various limitations imposed
by the NASDAQ Capital Market. These additional shares may be utilized for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued
shares of common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means
of a proxy contest, tender offer, merger or otherwise.


 


Election
and Removal of Directors


 


Our
bylaws require a minimum of three directors with the number of directors at any time to be fixed by board resolution. Directors
are elected by a plurality of the votes cast at each annual meeting of our stockholders when a quorum is present. The FBCA provides
that stockholders may remove directors with or without cause by the affirmative vote of a majority of the votes cast at a meeting
of stockholders called for the purpose of removing the director when a quorum is present.


 


Board
Meetings


 


Our
bylaws provide that the chairman of the board, president or the board of directors may call special meetings of the board of directors.


 




    	 		 



     


    

 


Special
Shareholder Meetings


 


Our
bylaws provide that a special meeting may be called by the chairman of the board, the president, or a majority of the board, and
must be called by the secretary upon a request in writing of stockholders owning at least ten percent of all our capital stock
then issued, outstanding and entitled to vote.


 


Modification
of Rights of Common Shareholders


 


Under
the FCBA, the rights of the holders of common shares authorized in a corporation such as the Company may be modified by a majority
vote of shares present at a shareholders’ meeting called for such purpose, except for most business combinations, including
mergers, consolidations and sales of substantially all of the assets of a corporation, which must be approved by the vote of the
holders of at least a majority of the outstanding shares of common stock and any other affected class of stock of a Florida corporation.


 


Indemnification
of Officers and Directors


 


Under
the FBCA, a corporation may indemnify its directors and officers against liability if the director or officer acted in good faith
and with a reasonable belief that his actions were in the best interests of the corporation, or at least not adverse to the corporation’s
best interests, and, in a criminal proceeding, if the individual had no reasonable cause to believe that the conduct in question
was unlawful. Under the FBCA, a corporation may not indemnify an officer or director against liability in connection with a claim
by or in the right of the corporation in which such officer or director was adjudged liable to the corporation or in connection
with any other proceeding in which the officer or director was adjudged liable for receiving an improper personal benefit. However,
a corporation may indemnify against the reasonable expenses associated with such proceeding. A corporation may not indemnify against
breaches of the duty of loyalty. The FBCA provides for mandatory indemnification against all reasonable expenses incurred in the
successful defense of any claim made or threatened, regardless of whether such claim was by or in the right of the corporation,
unless limited by the corporation’s articles of incorporation. A court may order indemnification if it determines that the
director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless
of whether the director or officer met the good faith and reasonable belief standards of conduct set out in the statute. Unless
otherwise stated in the articles of incorporation, officers of the corporation are also entitled to the benefit of the above statutory
provisions.


 


Consistent
with Florida law, our bylaws provide for the indemnification of our directors or officers to the fullest extent permitted by applicable
law.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is Continental Stock Transfer and Trust Company.


 


Listing


 


Our
common stock is listed on the NASDAQ Capital Market under the symbol “OPHC.”