Exhibit 4.1


 


DESCRIPTION OF THE REGISTRANT'S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


TechPrecision Corporation
has one class of securities registered under Section 12 of the Securities Act of 1934, as amended; our common stock. The following
description of our common stock is a summary and is qualified in its entirety by reference to our Certificate of Incorporation
(as amended by that certain Certificate of Designation for Series A Convertible Preferred Stock, and as further amended by that
certain Certificate of Amendment to Certificate of Designation for Series A Convertible Preferred Stock, the “Certificate
of Incorporation”) and our Amended and Restated By-Laws (the “By-Laws”), which are included as exhibits
to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read the Certificate of Incorporation and
By-Laws as well as the applicable provisions of the General Corporation Law of the State of Delaware, as amended (the “DGCL”),
for more information.


 


References herein
to “we,” “our,” “us,” the “Company,” or “TechPrecision” refer to TechPrecision
Corporation, a Delaware corporation.


 


Authorized Shares


 


We
are authorized to issue 90,000,000 shares of common stock, par value $.0001 per share, and 10,000,000 shares of preferred stock,
par value $.0001 per share. As of June ___, 2020, we had we [29,354,594] shares of common stock and no shares of preferred stock
outstanding.


 


Voting Rights


 


Holders
of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of
directors may elect all of the directors standing for election.


 


Dividends


 


Holders
of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to
any preferential dividend rights of outstanding preferred stock. Pursuant to the certificate of designation relating to the series
A preferred stock, we are prohibited from paying dividends on our common stock while the preferred stock is outstanding.


 


Liquidation



 


Upon
our liquidation, dissolution or winding up, the holders of common stock are entitled to receive proportionately our net assets
available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.


 


Other Rights


 


Holders
of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders
of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred
stock that we may designate and issue in the future. All of our shares of common stock are fully paid and nonassessable. The common
stock is not subject to any redemption or sinking fund provisions.


 






     


     


    

 


Listing


 


Our
common stock is quoted on the OTCQB Market under the symbol “TPCS.” Any additional shares of common stock we issue
will also be quoted on the OTCQB Market.


 


Anti-Takeover
Effects of Various Provisions of Delaware Law and TechPrecision’s Certificate of Incorporation and By-Laws


 


Provisions
of the DGCL and our Certificate of Incorporation and By-Laws could make it more difficult to acquire TechPrecision by means of
a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, including those
summarized below, may encourage certain types of coercive takeover practices and takeover bids.


 


Delaware Anti-Takeover
Statute. TechPrecision is subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the
DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested
stockholder” for a period of three years following the time the person became an interested stockholder, unless the business
combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed
manner. Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in
a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together
with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own)
15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect
with respect to transactions not approved in advance by TechPrecision’s board of directors, including discouraging attempts
that might result in a premium over the market price for the shares of common stock held by TechPrecision’s stockholders.


 


Removal. Subject
to the rights of any holders of any outstanding series of our Preferred Stock, stockholders may remove our directors with or without
cause. Removal will require the affirmative vote of holders of a majority of our voting stock.


 


Size of Board and
Vacancies. Our By-Laws provide that the number of directors be fixed exclusively by the board of directors. Any vacancies
created on its board of directors resulting from any increase in the authorized number of directors or the death, resignation,
retirement, disqualification, removal from office or other cause will be filled by a majority of the board of directors then in
office, even if less than a quorum is present, or by a sole remaining director. Any director appointed to fill a vacancy on our
board of directors will be appointed until the next annual meeting and until his or her successor has been elected and qualified.


 


Requirements for
Advance Notification of Stockholder Nominations and Proposals. Our By-Laws establish advance notice procedures with respect
to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction
of its board of directors or a committee of its board of directors.


 


Undesignated Preferred
Stock. Our board of directors is authorized to issue up to 10,000,000 shares of preferred stock without additional stockholder
approval, which preferred stock could have voting rights or conversion rights that, if exercised, could adversely affect the voting
power of the holders of common stock. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing
a change in control of the Company without any action by the Company’s stockholders.


 






     


     


    

 


Limitation on Liability of Directors
and Indemnification of Directors and Officers


 


Elimination of Liability
of Directors. The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations
and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors, and our Certificate
of Incorporation includes such an exculpation provision. Our Certificate of Incorporation provides that, to the fullest extent
permitted by the DGCL, no director will be personally liable to us or to our stockholders for monetary damages for breach of fiduciary
duty as a director. While our Certificate of Incorporation provides directors with protection from awards for monetary damages
for breaches of their duty of care, it does not eliminate this duty. Accordingly, our Certificate of Incorporation has no effect
on the availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her
duty of care. The provisions apply to an officer of TechPrecision only if he or she is a director of TechPrecision and is acting
in his or her capacity as director, and do not apply to officers of TechPrecision who are not directors.


 


Indemnification
of Directors, Officers and Employees. Our By-Laws require us to indemnify any person who was or is a party or is threatened
to be made a party to, or was otherwise involved in, a legal proceeding by reason of the fact that he or she is or was a director,
officer or employee of TechPrecision or, while a director, officer or employee of TechPrecision, is or was serving at our request
in a fiduciary capacity with another enterprise (including any corporation, partnership, limited liability company, joint venture,
trust, association or other unincorporated organization or other entity and any employee benefit plan, to the fullest extent authorized
by the DGCL, as it exists or may be amended, against all expense, liability and loss (including attorneys’ fees, judgments,
fines, U.S. Employee Retirement Income Security Act of 1974, as amended, excise taxes or penalties and amounts paid in settlement
by or on behalf of such person) actually and reasonably incurred in connection with such service. We are authorized under our By-Laws
to carry directors’ and officers’ insurance protecting us, any director, officer or employee of ours or, against any
expense, liability or loss, whether or not we have the power to indemnify the person under the DGCL. We may, to the extent authorized
from time to time, indemnify any of our agents to the fullest extent permitted with respect to directors, officers and employees
in our By-Laws.




        The limitation of liability and indemnification provisions in our Certificate of Incorporation
and By-Laws may discourage stockholders from bringing a lawsuit against our directors for breach of fiduciary duty. These provisions
also may reduce the likelihood of derivative litigation against our directors and officers, even though such an action, if successful,
might otherwise benefit us and our stockholders. By its terms, the indemnification provided for in our By-Laws is not exclusive
of any other rights that the indemnified party may be or become entitled to under any law, agreement, vote of stockholders or directors,
provisions of our Certificate of Incorporation or By-Laws or otherwise. Any amendment, alteration or repeal of our By-Laws’
indemnification provisions is, by the terms of our By-Laws, prospective only and will not adversely affect the rights of any indemnity
in effect at the time of any act or omission occurring prior to such amendment, alteration or repeal.