Exhibit 4.1


 


DESCRIPTION OF SECURITIES


 


GENERAL


 


Sterling Consolidated
Corp (“Sterling,” “we” or “our”) is incorporated in the State of Nevada. The following description
of our common stock, par value $0.001 per share (“Common Stock”), is a summary and does not purport to be complete. The description
of our Common Stock is subject to and qualified in its entirety by reference to our Articles of Incorporation (the “Articles”).
We encourage you to read the Articles, and the applicable provisions of the Nevada Revised Statutes, Chapter 78 (the “Nevada
Code”), for additional information.


 


DESCRIPTION OF COMMON
STOCK


 


Authorized Capital
Shares. Pursuant to the Articles, our authorized capital stock consists of 200,000,000 shares of Common Stock and 10,000,000
shares of preferred stock, no par value per share (“Preferred Stock”). All outstanding shares of Common Stock are fully paid
and nonassessable. There are no outstanding shares of Preferred Stock.


 


Voting Rights. Each
holder of Common Stock is entitled to one vote for each share owned of record on matters voted upon by stockholders.


 


Liquidation. In
the event of a liquidation, dissolution or winding-up of Sterling, the holders of Common Stock are entitled to share equally
and ratably in the assets of Sterling, if any, remaining after the payment of all debts and liabilities of Sterling and the liquidation
preference of any outstanding preferred stock.


 


Other Rights and
Preferences. The Common Stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion
provisions.


 


Dividends. Holders
of Common Stock are entitled to receive dividends if, as, and when declared by the Board of Directors out of funds legally available therefor,
subject to the dividend and liquidation rights of any Preferred Stock that may be issued and subject to any dividend restrictions that
may be contained in future credit facilities. No dividend or other distribution (including redemptions or repurchases of shares of capital
stock) may be made if after giving effect to such distribution, Sterling would not be able to pay its debts as they become due in the
usual course of business, or Sterling’s total assets would be less than the sum of its total liabilities plus the amount that would
be needed, if Sterling were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of stockholders
whose preferential rights are superior to those receiving the distribution.


 


Statutory Restrictions
on Ownership. The Nevada Code contains provisions restricting the ability of a Nevada corporation to engage in business combinations
with an interested stockholder. Under the Nevada Code, except under certain circumstances, business combinations with interested stockholders
are not permitted for a period of two years following the date such stockholder becomes an interested stockholder. The Nevada Code defines
an interested stockholder, generally, as a person who is the beneficial owner, directly or indirectly, of 10% of the outstanding shares
of a Nevada corporation. In addition, the Nevada Code generally disallows the exercise of voting rights with respect to “control
shares” of an “issuing corporation” held by an “acquiring person,” unless such voting rights are conferred
by a majority vote of the disinterested stockholders. “Control shares” are those outstanding voting shares of an issuing corporation
which an acquiring person and those persons acting in association with an acquiring person (i) acquire or offer to acquire in an
acquisition of a controlling interest and (ii) acquire within ninety days immediately preceding the date when the acquiring person
became an acquiring person. An “issuing corporation” is a corporation organized in Nevada which has two hundred or more stockholders,
at least one hundred of whom are stockholders of record and residents of Nevada, and which does business in Nevada directly or through
an affiliated corporation. The Nevada Code also permits directors to resist a change or potential change in control of the corporation
if the directors determine that the change or potential change is opposed to or not in the best interest of the corporation. As a result,
Sterling’s Board of Directors may have considerable discretion in considering and responding to unsolicited offers to purchase a
controlling interest in Sterling.


 


Securities Exchange. The
Common Stock is not listed on any national stock exchange and trades “Over The Counter” under the symbol “STCC”.


 


Transfer Agent
and Registrar. The transfer agent and registrar for the Common Stock is Vstock Transfer LLC.