Exhibit
4.1


 


DESCRIPTION
OF CAPITAL STOCK OF THE REGISTRANT


 


As
of October 30, 2020, Bridgford Foods Corporation (the “Company”) had one class of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended: Common Stock, par value $1.00 per share, which is listed
on the Nasdaq Global Market.


 


The
following is a description of the rights of the Company’s capital stock and related provisions of (i) the Company’s
Restated Articles of Incorporation, as amended (the “Articles”), (ii) the Company’s Amended and Restated
Bylaws (the “Bylaws”), and (iii) applicable California law. This description is qualified in its entirety by,
and should be read in conjunction with, the Articles, the Bylaws and applicable California law.


 


Authorized
Capital Stock


 


Pursuant
to the Articles, the Company is authorized to issue two classes of shares designated “Preferred” and “Common.”
The total number of shares that the Company has authority to issue is 21,000,000, consisting of 20,000,000 Common shares, par
value $1.00 per share, and 1,000,000 Preferred shares, without par value.


 


Common
Stock


 


Fully
Paid and Nonassessable


 


All
of the outstanding Common shares are fully paid and non-assessable.


 


Voting
Rights


 


The
holders of Common shares are entitled to one vote per share on all matters to be voted on by such holders; provided, however,
that holders of Common shares may have cumulative voting rights in the election of directors if the candidates’ names have
been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the
voting of the shareholder’s intention to cumulate votes.


 


Dividends


 


The
holders of Common shares are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s
Board of Directors in its discretion from funds legally available therefor.


 


Right
to Receive Liquidation Distributions


 


Upon
liquidation, dissolution or winding-up, the holders of Common shares are entitled to receive pro rata all assets remaining available
for distribution to holders of such shares.


 


No
Preemptive or Similar Rights


 


Common
shares have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions
with respect to such Common shares.


 


Preferred
Stock


 


Designation
of Series of Preferred Stock.


 


Pursuant
to the Articles, without further action by the Company’s stockholders, the Company’s Board of Directors is authorized
(i) to provide for the issuance of Preferred shares in one or more series; (ii) to fix or alter the dividend rights, dividend
rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price
or prices, and the liquidation preferences of any wholly unissued series of Preferred shares, and the number of shares constituting
any such series and the designation thereof, or any of them; and (iii) to increase or decrease the number of shares of any
series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding.


 


Anti-Takeover
Provisions of the Articles, Bylaws and California Law


 


Provisions
of the Articles and Bylaws may delay or discourage transactions involving an actual or potential change in control of the Company
or change in its management, including transactions in which shareholders might otherwise receive a premium for their shares,
or transactions that its shareholders might otherwise deem to be in their best interests. Among other things, the Articles and
Bylaws:


 


	●	provide
    that, except for a vacancy caused by the removal of a director as provided in the Bylaws, a vacancy on the Company’s
    Board of Directors may be filled by approval of the Company’s Board of Directors, or if the number of directors then
    in office is less than a quorum by (i) the unanimous written consent of the directors then in office, (ii) the affirmative
    vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with
    Section 307 of the California Corporations Code, or (iii) a sole remaining director;
	 	 
	●	provide
    that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as
    directors at a meeting of shareholders must provide notice in writing in a timely manner, and also specify requirements as
    to the form and content of a shareholder’s notice; and
	 	 
	●	provide
    that, at a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate
    votes unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder
    has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes.


 


In
addition, as a California corporation, the Company is subject to the provisions of Section 1203 of the California General Corporation
Law, which requires it to provide a fairness opinion to its shareholders in connection with their consideration of any proposed
“interested party” reorganization transaction.


 


Listing


 


The
Company’s Common shares are listed on the Nasdaq Global Market under the trading symbol “BRID.”