**Exhibit4.2**

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**DESCRIPTIONOF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO**

**SECTION12 OF THE SECURITIES EXCHANGE ACT OF 1934**

 

Thefollowing is a description of the general terms, provisions and rights of our common stock, par value $0.10 per share (the “CommonStock”) and related provisions of the Company’s certificate of incorporation (the “Certificate of Incorporation”)and by-laws (the “By-laws”) and applicable New York law. This description is qualified in its entirety by,and should be read in conjunction with, the Certificate of Incorporation, the By-laws and applicable New York law. Throughoutthis exhibit, references to the “Company,” “we,” “our,” and “us” refer to RandCapital Corporation.

 

**AuthorizedShares**

 

Wehave the authority to issue an aggregate of 100,000,000 shares of Common Stock and 500,000 shares of preferred stock, par value$10.00 per share (“Preferred Stock”). As of March 6, 2020, there were 15,196,367 shares of our Common Stockissued and 14,655,321 shares of our Common Stock outstanding and there were no issued or outstanding shares of Preferred Stock.All shares of outstanding Common Stock are fully paid and non-assessable.

 

**DividendRights**

 

Subjectto the preferences, limitations and relative rights of holders of our Preferred Stock, the holders of Common Stock are entitledto share ratably in dividends if, when and as declared by our board of directors out of funds legally available therefor.

 

**VotingRights**

 

Subjectto the preferences, limitations and relative rights of holders of our Preferred Stock, the holders of Common Stock are entitledto one vote for each share held of record on all matters at all meetings of shareholders. New York Business Corporation Law (the“BCL”) provides that, unless a different vote is required by law, the Certificate of Incorporation or the By-laws,all matters, other than the election of directors, are to be decided by a majority of the votes cast. The BCL also provides thatdirectors are to be elected by a plurality of votes cast.

 

**LiquidationRights**

 

Subjectto the preferences, limitations and relative rights of holders of our Preferred Stock, the holders of Common Stock are entitled,in the event of our liquidation, dissolution or winding-up, to share ratably in the distribution of assets remaining after paymentof debts and expenses.

 

 

**Absenceof Other Rights**

 

OurCommon Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights.

 

**Listingand Transfer Agent**

 

TheCommon Stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the trading symbol “RAND”. The transferagent and registrar for our Common Stock is Continental Stock Transfer & Trust Company.

 

**Anti-TakeoverEffects of Our Certificate of Incorporation and By-laws**

 

OurCertificate of Incorporation and By-laws contain provisions that may delay, defer or discourage another party from acquiring controlof us. We expect that these provisions, some of which are summarized below, will discourage coercive takeover practices or inadequatetakeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate withour board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our shareholders.However, they also give our board of directors the power to discourage acquisitions that some shareholders may favor.

 

*SpecialMeetings of Shareholders*

 

OurBy-laws provide that special meetings of shareholders may only be called by the chairman of the board of directors, the presidentor a majority of the entire board of directors then in office.

 

*AdvanceNotice Requirements for Shareholder Proposals*

 

OurBy-laws require advance notice procedures to be followed for shareholder proposals to be brought before an annual meeting of theshareholders, including the nomination of directors.

 

*BlankCheck Preferred Stock*

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OurCertificate of Incorporation authorizes our board of directors to designate and issue, without any further vote or action by theshareholders, shares of Preferred Stock at any time or from time to time in one or more series and, with respect to each suchseries, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferencesand limitations of the shares of each such series, including, but not limited to, the voting rights (if any) of the series andany other relative rights, preferences and limitations of that series. The ability to issue such Preferred Stock could discouragepotential acquisition proposals and could delay or prevent a change in control.

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*Authorizedbut Unissued Shares.*

 

Subjectto the requirements of Nasdaq and other applicable law, including the Investment Company Act of 1940, as amended, our authorizedbut unissued shares of Common Stock may be available for future issuance without shareholder approval. We may use these additionalshares for a variety of corporate purposes, including future public offerings to raise additional capital and corporate acquisitions.The existence of authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtaincontrol of us by means of a tender offer, takeover attempt or otherwise.

 

*NewYork Anti-Takeover Statute*

 

Weare subject to Section 912 of the BCL. Accordingly, we may not engage in a business combination, such as a merger, consolidation,recapitalization, asset sale or disposition of stock, with any “interested shareholder” for a period of five yearsfrom the date that the interested shareholder first became an interested shareholder unless certain conditions are met.