Exhibit 4.3


 


Description of Registrant’s Securities 


 


Authorized Capital Stock


 


The Company’s authorized
capital stock consists of 60,000,000 shares of capital stock, par value $0.001 per share, of which 50,000,000 shares are common stock,
par value $0.001 per share and 10,000,000 shares are preferred stock, par value $0.001 per share.


 


Common Stock


 


Each holder of our common
stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of the stockholders. Holders of our
common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the board of directors out
of funds legally available therefor. If there is a liquidation, dissolution or winding up of our company, holders of our common stock
would be entitled to share in our assets remaining after the payment of liabilities. Holders of our common stock have no preemptive or
conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock.
The outstanding shares of common stock are fully paid and non-assessable. Holders of shares of our common stock are not liable for further
calls or to assessments by us. The rights, powers, preferences and privileges of holders of common stock would be subordinate to, and
may be adversely affected by, the rights of the holders of shares of any series of preferred stock which our board of directors may designate
and issue in the future.


 


Transfer Agent and Registrar


 


The transfer agent and registrar
for our common stock is Continental Stock Transfer & Trust. The transfer agent’s address is 1 State Street, 30th
Floor, New York, NY 10004.


 


Dividend Policy


 


We have never declared or
paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our common stock for the foreseeable
future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay
dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our financial
condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may
deem relevant.


 


Anti-Takeover Provisions of Our Charter Documents
and Delaware Law


 


Some provisions of our Charter,
our Bylaws and Delaware law could make it more difficult to acquire our company by means of a tender offer, a proxy contest, or otherwise.


 


Our Bylaws establish advance
notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations
made by or at the direction of our board of directors or a committee of our board of directors. These procedures provide that notice of
stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken.
Generally, for a proposal to be timely submitted for consideration at an annual meeting, notice must be delivered to our secretary not
less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our Bylaws
specify the requirements as to form and content of all stockholders’ notices. These provisions might preclude our stockholders from
bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders
if the proper procedures are not followed.


 






     


     


    

 


Our Charter and Bylaws both
provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors
then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders or until such
director’s successor shall have been duly elected and qualified. Accordingly, the board of directors could prevent any stockholder
from filling the new directorships with such stockholder’s own nominee.


 


Our Charter provides that
we may issue up to 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this registration
statement, no shares of preferred stock were outstanding. 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, privileges and
relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, including dividend
rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms and the number of shares constituting
any series or the designation of any series, 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.


 


While we do not currently
have any plans for the issuance of any shares of preferred stock, the issuance of such preferred stock could adversely affect the rights
of the holders of common stock and, therefore, reduce the market price 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, deterring or preventing a change in control of the Company.


 


Delaware Anti-Takeover Law


 


We are subject to Section
203 of the Delaware General Corporation Law which contains anti-takeover provisions. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the
date that the person became an interested stockholder, unless the business combination or the transaction in which the person became an
interested stockholder is approved in a prescribed manner. Generally, a business combination includes a merger, asset or stock sale or
another transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together
with affiliates and associates, owns 15% or more of the corporation’s voting stock. The existence of this provision may have an
anti-takeover effect with respect to transactions that are not approved in advance by our board of directors, including discouraging attempts
that might result in a premium over the market price for the shares of common stock held by stockholders.


 


No Cumulative Voting


 


Under Delaware law, cumulative
voting for the election of directors is not permitted unless a corporation’s certificate of incorporation authorizes cumulative
voting. Our Charter does not provide for cumulative voting in the election of directors. Cumulative voting allows a minority stockholder
to vote a portion or all of its shares for one or more candidates for seats on our board of directors. Without cumulative voting, a minority
stockholder will not be able to gain as many seats on our board of directors based on the number of shares of our stock the stockholder
holds as compared to the number of seats the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative
voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board’s decision
regarding a takeover.


 






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Stockholder Action by Written Consent


 


Delaware law generally provides
that the affirmative vote of a majority of the shares entitled to vote on such matter is required to amend a corporation’s certificate
of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws requires a greater percentage. Our Charter
permits our board of directors to amend or repeal most provisions of our Bylaws by majority vote. Generally, our Charter may be amended
by holders of a majority of the voting power of the then outstanding shares of our capital stock entitled to vote. The stockholder vote
or consent with respect to an amendment of our Charter or Bylaws would be in addition to any separate class vote that might in the future
be required under the terms of any series of preferred stock that might be outstanding at the time such a proposed amendment were submitted
to stockholders. Delaware law and the provisions of our Bylaws generally permit stockholders owning the requisite percentage of shares
of common stock necessary to approve an amendment to our Charter and Bylaws to act by written consent in lieu of a meeting of our stockholders.


 


Limitation of Liability and Indemnification
of Officers and Directors


 


Our Bylaws provide indemnification,
including advancement of expenses, to the fullest extent permitted under applicable law to any person made or threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative
by reason of the fact that such person is or was a director or officer of the company, or is or was serving at our request as a director
or officer of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee
benefit plan. In addition, our Charter provides that our directors will not be personally liable to us or our stockholders for monetary
damages for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our shareholders, acted
in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal
benefit from their action as directors. This provision does not limit or eliminate our rights or the rights of any stockholder to seek
nonmonetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. In addition, this
provision does not limit the directors’ responsibilities under Delaware law or any other laws, such as the federal securities laws.
We have obtained insurance that insures our directors and officers against certain losses and which insures us against our obligations
to indemnify the directors and officers. We also have entered into indemnification agreements with our directors and executive officers. 


 


 


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