Exhibit 4.2


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF
THE


SECURITIES EXCHANGE ACT OF 1934


 


Zedge, Inc. has one
class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Class B common stock,
par value $0.01 per share.


 


Our authorized capital
stock consists of (i) 2.6 million shares of Class A common stock, (ii) 40 million shares of Class B common stock, and (iii) 2.4
million shares of Preferred Stock.


 


The following description
of our classes of authorized stock does not purport to be complete and is subject to and qualified in its entirety by reference
to our charter and bylaws, copies of which are filed as exhibits to the Annual Report on Form 10-K to which this Exhibit 4.2 is
a part.


 


Class A Common Stock


 


Holders of shares of
our Class A common stock are entitled to three votes for each share on all matters to be voted on by the stockholders. Holders
of our Class A common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board
of Directors in its discretion from funds legally available therefor. Each share of our Class A common stock may be converted,
at any time and at the option of the holder, and automatically converts upon transfers to unaffiliated parties, into one fully
paid and non-assessable share of our Class B common stock.


 


As of December 7, 2020,
there were 524,775 of our shares of Class A common stock outstanding.


 


Class B Common Stock


 


Holders of shares of
our Class B common stock are entitled to one-tenth of one vote for each share on all matters to be voted on by the stockholders.
Holders of our Class B common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by
the Board of Directors in its discretion from funds legally available therefor.


 


As of December 7, 2020,
there were 11,947,512 shares of Class B common stock outstanding.


 


Preferred Stock


 


The Board of Directors
has the authority to fix the price, rights, preferences, privileges and restrictions, including voting rights, of those shares
without any further vote or action by the stockholders.


 


As of December 7, 2020,
there were no shares of our preferred stock were outstanding.


 


Anti-Takeover Effects of Our Charter and By-Laws


 


Some provisions of
Delaware law and our Certificate of Incorporation and By-Laws could make the following more difficult:


 


	 	●	acquisition of us by means of a tender offer;


 


	 	●	acquisition of us by means of a proxy contest or otherwise; or


 


	 	●	removal of our incumbent officers and directors.


 


These provisions, summarized
below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions also are designed
to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits
of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of them could result
in an improvement of their terms.


 






     


     


    

 


Certificate of Incorporation; By-Laws


 


Our Certificate of
Incorporation and By-Laws contain provisions that could make more difficult the acquisition of us by means of a tender offer, a
proxy contest or otherwise. Certain of these provisions are summarized below.


 


Undesignated Preferred
Stock. The authorization of our undesignated preferred stock makes it possible for our Board of Directors to issue our
preferred stock with voting or other rights or preferences that 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 of control of our management.


 


Size of Board and
Vacancies. Our Certificate of Incorporation provides that the number of directors on our Board of Directors will be between
two and seventeen. Newly created directorships resulting from any increase in our authorized number of directors or any vacancies
in our Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause will
be filled solely by the vote of our remaining directors in office.