Exhibit 4.4

 

DESCRIPTION OF SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED

 

Galaxy Next Generation, Inc. (the "Company," "we," "us,"
and "our") has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which is our common stock, par value $0.0001 per share (the "Common Stock"). The Common Stock is registered under Section 12(g)
of the Exchange Act.

 

General

 

The following is a description of the material terms of our Common
Stock.  This is a summary only and does not purport to be complete. It is subject to and qualified in its entirety by reference
to the Company's Amended and Restated Articles of Incorporation (the "Articles of Incorporation") and our Amended and Restated Bylaws
(the "Bylaws"), each of which are incorporated by reference as an exhibit to our Annual Report on Form 10-K for the fiscal year ended
June 30, 2020, of which this Exhibit 4.3 is a part.  We encourage you to read our Articles of Incorporation, our Bylaws, and
the applicable provisions of Nevada Revised Statute (the "NRS"), for additional information.

 

Description of Common Stock

 

Authorized, Issued and Outstanding Shares of Common Stock

 

We currently have 4,000,000,000 shares of Common Stock authorized.

 

Voting Rights

 

The holders of Common Stock have the unlimited right to vote for the
election of directors and on all other matters requiring stockholder action, each share being entitled to one vote. 

 

Dividend Rights

 

Subject to preferences that may be applicable to any then outstanding
preferred stock, the holders of Common Stock are entitled to receive dividends, if any, as may be declared and paid or set apart for
payment upon the Common Stock out of any assets or funds of the Company legally available for the payment of dividends

 

Liquidation Rights

 


Upon the voluntary or involuntary liquidation, dissolution or winding-up
of the Company the net assets of the Company available for distribution shall be distributed pro rata to the holders of the Common Stock
in accordance with their respective rights and interests.

 

Other Rights and Preferences

 

The holders of the Common Stock have no preemptive, conversion or subscription
rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges
of the holders of the Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series
of our preferred stock that is currently outstanding and that we may designate and issue in the future.

 


Fully Paid and Nonassessable

 


All the outstanding shares of Common Stock are fully paid and non-assessable.

 

Number of Directors

 

The number of directors of the Company may be increased or decreased
in the manner provided in the Bylaws of the Company; provided, that the number of directors shall never be less than one.  In the
interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in
the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are
not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for the Common Stock is Madison Stock
Transfer Inc.  Its address is 2500 Coney Island Ave, Brooklyn, New York 11223, and its telephone number is (718) 627-4453.

 

OTCQB Listing

 

The Common Stock is traded on the OTCQB under the symbol "GAXY."

-58-



Anti-Takeover Effects of Certain Provisions of our Articles of Incorporation and
Bylaws

 

Our Articles of Incorporation and 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 the Articles of Incorporation and Bylaws, the holders of the Common Stock do not have
cumulative voting rights in the election of our directors. The 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 our Company by replacing its board of directors.

 

Authorized but Unissued Shares

 

Our authorized but unissued shares of Common Stock will be available
for future issuance without stockholder approval. We may use additional shares of Common Stock for a variety of purposes, including future
public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued
shares of Common Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender
offer, merger or otherwise.

 

Anti-Takeover Effects of Nevada Law

 

Business Combinations

 

The "business combination" provisions of Sections 78.411 to 78.444,
inclusive, of the 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 two 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 or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative
vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond
the expiration of the two-year period, unless:

 

·
the combination was approved by the board of directors prior to the
person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved
by the board of directors before the person became an interested stockholder or the combination 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 two 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.

 

In general, an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within two 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.

 

-59-