Exhibit 4.2


 


Description of Registrant’s Securities



 


The following description
summarizes the material terms of our capital stock as of the date of this registration statement. Because it is only a summary, it does
not contain all the information that may be important to you. For a complete description of our capital stock, you should refer to our
Second Amended and Restated Articles of Incorporation and our Bylaws, and to the provisions of applicable Nevada law.


 


Common Stock


 


We are authorized to issue
up to 740,000,000 shares of our common stock, par value $0.001. Each share of common stock entitles the holder to one (1) vote on
each matter submitted to a vote of our shareholders, including the election of Directors. There is no cumulative voting. Subject to preferences
that may be applicable to any outstanding preferred stock, our Shareholders are entitled to receive ratably such dividends, if any, as
may be declared from time to time by the Board of Directors. Shareholders have no preemptive, conversion or other subscription rights.
There are no redemption or sinking fund provisions related to the common stock. In the event of liquidation, dissolution or winding up
of the Company, our Shareholders are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior
distribution rights of preferred stock, if any, then outstanding.


 


Preferred Stock


 


We are authorized to issue
up to 10,000,000 shares of preferred stock, par value $0.001, issuable in one or more series as may be determined by the Board. Preferred
Stock may be issued from time to time in one or more series as determined by the Board of Directors in its sole discretion.


 


Our Board of Directors is
authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of preferred stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares
of any such series then outstanding) the number of shares comprising any such series subsequent to the issue of shares of that series,
to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, voting rights, and liquidation
preferences of the shares of any such series.


 


Our Board of Directors has
authorized the following classes of preferred stock, none of which have been issued:


 


	Authorized preferred stock (par value $0.001)	 	 	 	 
	Series C Preferred (par value $0.001)	 	 	1 share	 
	Series E Preferred (par value $0.001)	 	 	1 share	 
	Series F Preferred (par value $0.001)	 	 	1 share	 
	Undesignated Preferred	 	 	9,999,997	 
	Total Preferred	 	 	10,000,000 shares	 




 


Our Board of Directors is contemplating
the elimination of such series of preferred stock in future.


 


Options


 


We have no options to purchase
shares of our common stock or any other of our securities outstanding as of the date of this Report.


 


Warrants


 


We have no warrants to purchase
shares of our common stock or any other of our securities outstanding as of the date of this Report.


 


 


 


 






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Anti-takeover Effects of Our Articles of Incorporation,
as Amended, and Restated Bylaws


 


Our Bylaws contain certain
provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the
Company or changing our board of directors and management. According to our Restated Bylaws and Amended Articles, neither the holders
of our common stock nor the holders of our preferred stock have cumulative voting rights in the election of our directors.


 


	 	·	No Cumulative Voting. The Nevada Revised Statutes provide that stockholders are not entitled to the right to cumulative votes in the election of directors unless a corporation’s articles of incorporation provides otherwise. Our Bylaws do not provide for cumulative voting. The combination of the present ownership by a few stockholders of a significant portion of our issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of the Company by replacing its board of directors. 
	 	·	Issuance of “Blank Check” Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to additional 10,000,000 shares of “blank check” preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render it more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise; 
	 	·	Bylaws Amendments Without Stockholder Approval. Our Bylaws provide that a majority of the authorized number of directors will generally have the power to adopt, amend or repeal our bylaws without stockholder approval; 
	 	·	Broad Indemnity. We are permitted to indemnify directors and officers against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures. This provision may make it more difficult to remove directors and officers and delay a change in control of our management. 


 


Anti-takeover Effects of Nevada Law


 


Business Combinations


 


The “business combination”
provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with
at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a period
of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved
by the board of directors prior to the date the interested stockholder obtained such status; and extends beyond the expiration of the
three-year period, unless:


 


	 	·	the transaction was approved by the board of directors prior to the person becoming an interested stockholder or is later approved by a majority of the voting power held by disinterested stockholders, or 
	 	·	if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher. 


 


A “combination”
is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer or other disposition,
in one transaction or a series of transactions, with an "interested stockholder" having: (a) an aggregate market value equal
to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the
aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation,
and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.


  


 


 






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In general, an “interested
stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation's
voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage
attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price
above the prevailing market price.


 


Because we have less than
200 shareholders of record, these “business combination” provisions do not currently apply to us. We have also elected in
our Second Amended and Restated Articles of Incorporation not to be governed by the “business combination” provisions.


  


Control Share Acquisitions


 


The “control share”
provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations,” which are Nevada corporations
with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly
or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target
corporation's stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation's
disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than
a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds,
those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares
are deprived of the right to vote until disinterested stockholders restore the right.


  


These provisions also provide
that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all
other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the
fair value of their shares in accordance with statutory procedures established for dissenters’ rights.


 


The effect of the Nevada control
share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights
in the control shares as are conferred by a resolution of the disinterested stockholders at an annual or special meeting. The Nevada control
share law, if applicable, could have the effect of discouraging takeovers of our Company.


 


A corporation may elect to
not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or
bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling
interest, that is, crossing any of the three thresholds described above. We have elected in our Second Amended and Restated Articles of
Incorporation not to be governed by the “control share” provisions.


 


Dividends


 


Dividends, if any, will be
contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will
be within the discretion of our board of directors. We intend to retain earnings, if any, for use in its business operations and accordingly,
the board of directors does not anticipate declaring any dividends in the foreseeable future.


 


 


 


 


 






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