Exhibit 4.4


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES 


REGISTERED
PURSUANT TO SECTION 12 OF THE 


SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED


 


References herein to “we,” “us,”
 “our” and the “Company” refer to Aziyo Biologics, Inc. and not to any of its subsidiaries.


 


Authorized Capital Stock


 


The following description of our restated certificate of incorporation
(the “Certificate of Incorporation”), and amended and restated bylaws (the “Bylaws”) are summaries and
are qualified in their entirety by reference to the full text of our Certificate of Incorporation and our Bylaws, each of which
have been publicly filed with the Securities and Exchange Commission (the “SEC”). We encourage you to read the full
text of our Certificate of Incorporation and our Bylaws and the applicable provisions of the Delaware General Corporation Law (the
 “DGCL”) for additional information.


 


Our authorized capital stock consists of 200,000,000 shares
of Class A common stock, par value $0.001 per share, 20,000,000 shares of Class B common stock, par value $0.001 per
share, and 10,000,000 shares of preferred stock, par value $0.001 per share, all of which are undesignated.


 


Class A Common Stock and Class B Common Stock


 


Holders of our Class A 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. An election
of directors by our stockholders shall be determined by a plurality of the votes cast. Subject to the supermajority votes for some
matters, all other elections and questions presented to the stockholders shall be decided by the affirmative vote of the holders
of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the meeting by the holders
entitled to vote thereon. Our Certificate of Incorporation and Bylaws also provide that our board of directors or any individual
director may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of
the outstanding shares of capital stock entitled to vote thereon. In addition, the affirmative vote of the holders of at least
two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon is required to amend or repeal,
or to adopt any provision inconsistent with, several of the provisions of our Certificate of Incorporation. See below under “—
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws — Amendment of Charter
Provisions.”


 


Holders of our Class B common stock have identical rights
to holders of our Class A common stock as set forth in the preceding paragraph, other than as follows: (i) except as
otherwise expressly provided in our Certificate of Incorporation or as required by applicable law, on any matter that is submitted
to a vote by our stockholders, while holders of our Class A common stock are entitled to one vote per share of Class A
common stock, holders of our Class B common stock are not entitled to any votes per share of Class B common stock, including
for the election of directors, and (ii) while holders of our Class A common stock have no conversion rights, holders
of our Class B common stock shall have the right to convert each share of our Class B common stock into one share of
Class A common stock at such holder’s election, provided that as a result of such conversion, such holder would not
beneficially own in excess of 4.9% of any class of our securities registered under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Accordingly, the holders of a majority of the outstanding shares of Class A common stock
entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose, other than
any directors that holders of any preferred stock we may issue may be entitled to elect.


 


Holders of our 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 any series of preferred
stock that we may designate and issue in the future, and to the requirements of law.


 


In the event of our liquidation or dissolution, the holders
of our common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the
payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common
stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are validly issued,
fully paid and nonassessable. The rights, preferences and privileges of holders of Class A 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.


 






     


     


    

 


Preferred Stock


 


Under the terms of our Certificate of Incorporation, our board
of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval.
Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights,
dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.


 


The issuance of preferred stock, while providing flexibility
in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more
difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding
voting stock.


 


Anti-Takeover Effects of Delaware Law and Our Certificate
of Incorporation and Bylaws


 


Some provisions of Delaware law, our Certificate of Incorporation
and our Bylaws could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition
of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these
provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be
in their best interest or in our best interests, including transactions which provide for payment of a premium over the market
price for our shares.


 


Undesignated Preferred Stock


 


The ability of our board of directors, without action by the
stockholders, to issue up to 10,000,000 shares of undesignated preferred stock with voting or other rights or preferences as designated
by our board of directors could impede the success of any attempt to change control of us. These and other provisions may have
the effect of deferring hostile takeovers or delaying changes in control or management of the Company.


 


Stockholder Meetings


 


Our Bylaws provide that a special meeting of stockholders may
be called only by our board of directors, chairperson of the board, chief executive officer or president (in the absence of a chief
executive officer).


 


Requirements for Advance Notification of Stockholder Nominations
and Proposals


 


Our Bylaws establish advance notice procedures with respect
to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors,
other than nominations made by or at the direction of the board of directors or a committee of the board of directors.


 


Elimination of Stockholder Action by Written Consent


 


Our Certificate of Incorporation eliminates the right of stockholders
to act by written consent without a meeting.


 


Staggered Board


 


In
accordance with our Certificate of Incorporation, and subject to the rights of holders of any series of preferred stock to elect
directors, our board of directors is divided into three classes. Each class shall consist, as nearly as may be possible, of one-third
of the total number of directors constituting the entire board of directors. The directors in each class will serve for a three-year
term, with one class being elected each year by our stockholders. Our Certificate of Incorporation and Bylaws provide that
the authorized number of directors may be changed only by resolution of the board of directors. This system of electing and removing
directors may delay or prevent a change of management or a change in control of our company and tend to discourage a third party
from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders
to replace a majority of the directors.


 


Removal of Directors


 


Our Certificate of Incorporation provides that no member of
our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required
by law, upon the approval of the holders of at least two-thirds in voting power of the outstanding shares of stock entitled to
vote in the election of directors.


 






     


     


    

 


Stockholders Not Entitled to Cumulative Voting


 


Our Certificate of Incorporation does not permit stockholders
to cumulate their votes in the election of directors. Accordingly, a plurality of the votes cast by holders of shares of our Class A
common stock shall be sufficient to elect all of the directors standing for election, if they choose, other than any directors
that holders of our preferred stock may be entitled to elect.


 


Delaware Anti-Takeover Statute


 


We are subject to Section 203 of the DGCL, which prohibits
persons deemed to be “interested stockholders” from engaging in a “business combination” with a publicly
held Delaware corporation for three years following the date these persons become interested stockholders unless the business
combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or
another prescribed exception applies. 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. Generally, a “business combination” includes a merger, asset or stock sale,
or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an
anti-takeover effect with respect to transactions not approved in advance by the board of directors.


 


Choice of Forum


 


Our Certificate of Incorporation provides that, unless we consent
in writing to the selection of an alternative form, the Court of Chancery of the State of Delaware is the sole and exclusive forum
for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary
duty owed by any of our directors, officers, employees or stockholders; (3) any action asserting a claim against us arising
pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware;
or (4) any action asserting a claim governed by the internal affairs doctrine. Under our Certificate of Incorporation, this
exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, or any other claim for which the federal courts have exclusive
jurisdiction. If and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter
jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our Certificate of Incorporation
further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the
United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act. Our Certificate of Incorporation also provides that any
person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have
notice of and to have consented to this choice of forum provision. It is possible that a court of law could rule that the
choice of forum provision contained in our Certificate of Incorporation is inapplicable or unenforceable if it is challenged in
a proceeding or otherwise.


 


Amendment of Charter Provisions


 


The amendment of any of the above provisions, except for the
provision making it possible for our board of directors to issue preferred stock and the provision prohibiting cumulative voting,
would require approval by holders of at least two-thirds in voting power of the outstanding shares of stock entitled to vote thereon.


 


The provisions of Delaware law, our Certificate of Incorporation
and our Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also
inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover
attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is
possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to
be in their best interests.