Exhibit 4.1


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE
ACT OF 1934


 


General


 


We
are currently authorized to issue up to 750,000,000,000 shares of Common Stock, and 10,000,000 shares of preferred stock, par value $0.00001
per share. As of April 10, 2022, there were 489,839,407,996 shares of common stock and 5,000,000 shares of preferred stock outstanding
All of our issued and outstanding shares have been validly issued, fully paid and non-assessable.


 


Our
bylaws permit the board of directors to issue the whole or any part of any unissued balance of the authorized capital stock. Our certificate
of incorporation permits us to increase or decrease the number of authorized shares of Common Stock by the affirmative vote of the holders
of a majority of the stock of the Company entitled to vote.


 


Common
Stock


 


Voting
Rights


 


Holders
of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our
Common Stock have no cumulative voting rights. Further, holders of our Common Stock have no preemptive, conversion, redemption or subscription
rights and there are no sinking fund provisions applicable to our Common Stock.


 


Liquidation
Rights


 


In
the event of our liquidation, dissolution or winding-up, holders of our Common Stock have the right under Section 281 of the Delaware
General Corporation Law to a ratable portion of assets remaining after satisfaction in full of the prior rights of our creditors, all
liabilities and the total liquidation preferences of any outstanding shares of preferred stock.


 


Dividends


 


Subject
to preferences that may be applicable to any outstanding shares of preferred stock, holders of our Common Stock are entitled to receive
dividends, if any, as may be declared from time to time by our board of directors, or board, out of our assets which are legally available.


 


Preferred
Stock


 


Our
Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, par value $0.0001 per share, of which none were issued
and outstanding as of the date of this registration statement. The board of directors is authorized to provide for the issuance of these
unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and
privileges thereof. Accordingly, the board of directors may issue preferred stock which may convert into large numbers of shares of Common
Stock and consequently lead to further dilution of other shareholders.


 


The
Series A Preferred Stock were issued in August 2019 to each of Gaya Rozensweig and George Baumeohl. The Series A Preferred Stock is authorized
to vote with the Common Stock in all stockholder meetings that the Common Stock may vote and each share has voting power equal to 10,000
votes per share.


 


Options


 



options to purchase 12,800,000,000 shares of our Common Stock, at a weighted average exercise price of $0.0001 per share



 






    	 



     


    

 


Anti-Takeover
Provisions


 


The
provisions of Delaware law, our Certificate of Incorporation and our Bylaws may have the effect of delaying, deferring or discouraging
another person from acquiring control of the Company. These provisions, which are summarized below, may have the effect of discouraging
takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board
of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited
acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an
improvement of their terms.


 


Amended
and Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions


 


Our
amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that could deter
hostile takeovers or delay or prevent changes in control of our management team, including the following:


 





	●	Board of directors’
    vacancies. Our Certificate of Incorporation provides that vacancies on the board of directors may be filled only by the affirmative
    vote of a majority of the directors then in office, irrespective of whether there is a quorum, or by a sole remaining director. Additionally,
    the number of directors to serve on our board of directors is fixed solely and exclusively by resolution duly adopted by our board
    of directors. This would prevent a stockholder from increasing the size of our board of directors and then gaining control of our
    board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition
    of our board of directors but promotes continuity of management.
	 	 
	●	Special meetings of
    stockholders. Our Certificate of Incorporation currently provides that special meetings of our stockholders may be called by
    the board of directors acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office..
	 	 
	●	No cumulative voting.
    The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of
    directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation
    does not provide for cumulative voting.
	 	 
	●	Issuance of undesignated
    preferred stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000
    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, which may be converted into large numbers
    of shares of Common 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.
	 	 
	●	Delaware
    Business Combination Statute. The Company is subject to the “business combination” provisions of Section 203 of the
    Delaware General Corporation Law. 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 such person becomes an interested stockholder,
    unless the business combination or the transaction in which such person becomes 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 that, 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 may have an anti-takeover effect with respect to transactions not approved in advance by our
    board of directors, and the anti-takeover effect includes discouraging attempts that might result in a premium over the market price
    for the shares of our Common Stock.

	 	 
	●	Exclusive
    forum. Unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
    is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim
    of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action
    asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate
    of incorporation or our amended and restated bylaws, or (iv) any action asserting a claim against us governed by the internal affairs
    doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds
    favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our
    directors, officers and other employees.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our Common Stock is Continental Stock Transfer and Trust Company, with a mailing address of One State
Street Plaza, New York, NY 10004.