Exhibit 4.2





 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES 


REGISTERED PURSUANT TO SECTION 12
OF THE 


SECURITIES EXCHANGE ACT OF 1934


 


As of November 30, 2020, the only class
of securities that ShiftPixy, Inc., (the “Company”) has registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), is our Common Stock.


 


Description of Common Stock


 


The following description of our Common
Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended
and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Bylaws (the “Bylaws”),
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2
is a part. We encourage you to read our Articles of Incorporation, our Bylaws and the applicable provisions of the Wyoming Business
Corporation Act, Title 17, Chapter 16 of the Wyoming Statutes, for additional information.


 


Authorized Capital Shares


 


Our authorized capital shares consist of
750,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), and 50,000,000 shares of Preferred
Class A Stock, $0.0001 par value per share (“Preferred Stock”). The outstanding shares of our Common Stock are
fully paid and nonassessable.


 


Voting Rights


 


Holders of Common Stock are entitled to
one vote per share on all matters voted on by the stockholders, including the election of directors. Our common stock does not
have cumulative voting rights.


 


Dividend Rights


 


The holders of Common Stock are entitled
to receive dividends, if any, as may be declared from time to time by the board of directors in its discretion out of funds legally
available for the payment of dividends. The Company has not declared or paid any dividends in its history, and our board of directors
has not announced any plans to declare or pay any dividends in the future.


 


Liquidation Rights


 


Subject to any preferential right of outstanding
shares of Preferred Stock, holders of Common Stock will share ratably in all assets legally available for distribution to our stockholders
in the event of dissolution.


 






     

     


    

 


Other Rights and Preferences


 


Our Common Stock has no sinking fund or
redemption provisions or preemptive, conversion or exchange rights. Holders of Common Stock may act, in the absence of a meeting,
if consents in writing setting forth the action to be taken are signed by holders of outstanding shares having not less than the
minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote
on the action were present and voted.


 


Listing


 


The Common Stock is traded on The Nasdaq
Stock Market LLC under the trading symbol “PIXY.”


 


Description of Preferred Stock


 


Our board of directors is authorized by
our Articles of Incorporation to establish classes or series of preferred stock and fix the designation, powers, preferences and
rights of the shares of each such class or series and the qualifications, limitations or restrictions thereof without any further
vote or action by our shareholders. Any shares of preferred stock so issued would have priority over our Common Stock with respect
to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing
a change in our control without further action by our shareholders and may adversely affect the voting and other rights of the
holders of our Common Stock.