Exhibit 4.2


 


DESCRIPTION OF SECURITIES


 


General


 


The Company’s authorized capital
stock consists of:


 


		●	20,000,000
shares of Common Stock, $0.001 par value per share; and


 


		●	20,000,000
shares of preferred stock, $0.001 par value per share.


 


Our Common Stock may be issued for such
consideration as may be fixed from time to time by our board of directors. Our board of directors may issue such shares of our
Common Stock in one or more series, with such voting powers, shall be stated in the resolution or resolutions.


 


Common Stock


 


As of the date hereof, there are 24,420,526
shares of our Common Stock issued and outstanding. Holders of Common Stock are entitled to cast one vote for each share on all
matters submitted to a vote of shareholders, including the election of directors. The holders of Common Stock are entitled to receive
ratably such dividends, if any, as may be declared by the Board out of funds legally available therefore. Such holders do not have
any preemptive or other rights to subscribe for additional shares. All holders of Common Stock are entitled to share ratably in
any assets for distribution to shareholders upon the liquidation, dissolution or winding up of the Company, subject to prior distribution
rights of preferred stock then outstanding. There are no conversions, redemptions or sinking fund provisions applicable to the
Common Stock. All outstanding shares of Common Stock are fully paid and non-assessable.


 


Preferred Stock


 


As of the date hereof, there is no preferred
stock outstanding. Pursuant to the articles of incorporation of the Company, the Board of Directors is expressly granted the authority
to issue preferred stock up to 20,000,000 shares and prescribe its designations.


 


The following description of preferred
stock and the description of the terms of any particular series of preferred stock of the Company are not complete. The Company’s
Board of Directors has the authority, without further action by the shareholders, to issue shares of preferred stock in one or
more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock. Any
or all of these rights may be greater than the rights of the Company’s Common Stock. These descriptions are qualified in
their entirety by reference to the Company’s Articles of Incorporation, as amended, and the certificate of designation relating
to each such series.


 


Conversion Rights


 


Each share of Series A Convertible Preferred
Stock is initially convertible at any time at the option of the holders into one share of Common Stock and automatically converts
into one share of Common Stock (the “Conversion Ratio”) on its four-year anniversary of issuance and without the payment
of additional consideration by the holder thereof.


 


No fractional shares shall be issued upon
conversion of Series A Convertible Preferred Stock into Common Stock and no payment. In lieu of delivering fractional shares, we
will pay to the holder, to the extent permitted by law, an amount in cash equal to the current fair market value of such fractional
share as determined in good faith by our Board.


 






     


     


    


 


No Maturity, Sinking Fund or Mandatory
Redemption


 


The Series A Convertible Preferred Stock
has no maturity date and we are not required to redeem the Series A Convertible Preferred Stock at any time. However, we may choose
to convert all the outstanding shares of the Series A Convertible Preferred Stock into our Common Stock at the same Conversion
Ratio at any time, provided that we have prepaid and distributed all the dividend accrued and to be accrued at the end of the four-year
period since issuance thereof. Accordingly, the Series A Convertible Preferred Stock will remain outstanding until automatically
converted to Common Stock on the four-year anniversary of issuance, unless the holders of the Series A Convertible Preferred Stock
or we choose to convert the Series A Convertible Preferred Stock into the Common Stock. The Series A Convertible Preferred Stock
is also not subject to any sinking fund.


 


Voting Rights


 


Holders of shares of the Series A Convertible
Preferred Stock shall have the same voting rights as of the holders of our Common Stock.


 


Warrants and Options


 


As of the date hereof, we have 545,182
and 4,436,175 options and warrants, respectively of the Company outstanding.


 


Transfer Agent


 


The transfer agent and registrar for our
Common Stock is: Olde Monmouth Stock Transfer, Inc.; Address: 200 Memorial Pkwy, Atlantic Highlands, NJ 07716; Phone: (732) 872-2727;
website:www.oldemonmouth.com.


 


Anti-Takeover Provisions


 


Nevada Revised Statutes


 


Acquisition of Controlling Interest
Statutes. Nevada’s “acquisition of controlling interest” statutes contain provisions governing the acquisition
of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person
that acquires a “controlling interest” in certain Nevada corporations may be denied certain voting rights, unless a
majority of the disinterested shareholders of the corporation elects to restore such voting rights. These statutes provide that
a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for
the application of these provisions of the Nevada Revised Statutes, would enable that person to exercise (1) one-fifth or more,
but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power
of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in
the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired
or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above
apply. Our articles of incorporation and bylaws currently contain no provisions relating to these statutes, and unless our articles
of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest were to provide otherwise,
these laws would apply to us if we were to (i) have 200 or more shareholders of record (at least 100 of which have addresses in
the State of Nevada appearing on our stock ledger) and (ii) do business in the State of Nevada directly or through an affiliated
corporation. If these laws were to apply to us, they might discourage companies or persons interested in acquiring a significant
interest in or control of the Company, regardless of whether such acquisition may be in the interest of our shareholders.


  


Combinations with Interested Shareholders
Statutes. Nevada’s “combinations with interested shareholders” statutes prohibit certain business “combinations”
between certain Nevada corporations and any person deemed to be an “interested shareholder” for two years after such
person first becomes an “interested shareholder” unless (i) the corporation’s board of directors approves the
combination (or the transaction by which such person becomes an “interested shareholder”) in advance, or (ii) the combination
is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested
shareholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after
such two-year period. For purposes of these statutes, an “interested shareholder” is any person who is (x) the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation,
or (y) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of
the term “combination” is sufficiently broad to cover most significant transactions between the corporation and an
“interested shareholder”. Subject to certain timing requirements set forth in the statutes, a corporation may elect
not to be governed by these statutes. We have not included any such provision in our articles of incorporation.


 


The effect of these statutes may be to
potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our
board of directors.