Exhibit
4.1


 


MINIM,
INC.


DESCRIPTION
OF SECURITIES


 


The
following descriptions of the common stock, par value $0.01 per share (the “Common Stock”) and the preferred stock, par value
$0.001 per share (the “Preferred Stock”) of Minim, Inc. (“us,” “our,” “we” or the “Company”)
summarizes the material terms and provisions of the Company’s Common Stock and Preferred Stock. For the complete terms of our Common
Stock and Preferred Stock, please refer to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”),
and our Amended and Restated Bylaws, as amended (the “Bylaws”), that are each incorporated herein by reference. The summary
below is qualified in its entirety by reference to our Charter and Bylaws. The terms of these securities may also be affected by the
Delaware General Corporation Law.


 


General


 


We
are authorized under Delaware law to issue up to 60,000,000 shares of Common Stock, $.01 par value per share, and 2,000,000 shares of
Preferred Stock, $.001 par value per share.


 


Common
Stock


 


Voting
Rights. Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote
of the stockholders, including the election of directors. Except as otherwise provided by law or our Charter or Bylaws, all matters other
than the election of directors submitted to the stockholders at any meeting shall be decided by the affirmative vote of a majority of
votes properly cast upon such question. Directors are elected by a plurality of the votes cast at the meeting. Our Charter and Bylaws
do not provide for cumulative voting rights. Because of this, the holders of a majority of the shares of Common Stock entitled to vote
in any election of directors can elect all of the directors standing for election, if they should so choose.


 


Dividends.
Subject to preferences that may be applicable to any then outstanding Preferred Stock, the holders of our outstanding shares of Common
Stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available
funds. We have never declared or paid cash dividends on our capital stock and do not plan to pay any cash dividends in the foreseeable
future. We currently anticipate that we will retain all available funds for use in the operation and expansion of our business. In addition,
pursuant to the Silicon Valley Bank Loan and Security Agreement, we cannot pay any dividends without Silicon Valley Bank’s prior
written consent.


 


Liquidation.
In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net
assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the
satisfaction of any liquidation preference granted to the holders of any outstanding shares of Preferred Stock.


 


Other
Rights and Preferences. Holders of our Common Stock have no preemptive, conversion or subscription rights, and there are no redemption
or sinking fund provisions applicable to our Common Stock. The rights, preferences and privileges of the holders of 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 we may designate
and issue in the future.


 


Fully
Paid and Nonassessable. All of our outstanding shares of Common Stock are fully paid and nonassessable.


 




    	 



     


    




 


Preferred
Stock


 


Our
Charter authorizes the issuance of 2,000,000 shares of Preferred Stock, $0.001 par value per share. No shares of Preferred Stock are
outstanding.


 


Provisions
in our Charter provide that our Board of Directors is authorized to issue Preferred Stock in one or more series, to establish the number
of shares to be included in each such series, to establish the voting powers (if any) of the shares to be included in such series, and
to fix the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such
series and to fix the qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, special
voting rights, conversion rights, redemption privileges and liquidation preferences. The issuance of Preferred Stock may have the effect
of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely
affect the voting and other rights of the holders of Common Stock. The issuance of Preferred Stock with voting and conversion rights
may adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others.


 


Certain
Governance Arrangements


 


Pursuant
to the terms of that certain Stock Purchase Agreement, dated as of May 3, 2019 (the “2019 Purchase Agreement”), by and between
the Company and the Investors named therein, until November 6, 2021, if the Company proposes to issue Common Stock or any common stock
equivalents for cash consideration of $500,000 or greater, in one or more transactions, with the primary purpose of raising capital (each,
a “Subsequent Financing”), Zulu Holdings LLC (“Zulu”) shall have the right to participate in each such Subsequent
Financing in an amount necessary to maintain Zulu’s pro-rata ownership of the Company (calculated on a fully-diluted basis) on
the same terms, conditions and price provided for in such Subsequent Financing.


 


As
of October 9, 2020, the Company entered into that certain Standstill and Voting Agreement (the “Standstill Agreement”) with
Zulu and Mr. Jeremy Hitchcock. Pursuant to the terms of the Standstill Agreement, each of Zulu, Mr. Hitchcock and their controlled affiliates
(the “Restricted Parties”) have agreed not to effect any (a) transaction involving the Company and any Restricted Party,
in which any Restricted Party would have a material interest different from stockholders of the Company generally, (b) purchase of more
than 10% of the then total number of shares of outstanding Common Stock, and (c) sale, transfer or other disposition of Common Stock
to a third party that would result in such third party beneficially owning more than 20.0% of the Company’s outstanding common
stock immediately after giving effect to such transaction. The duration of the “Standstill Period” lasts through the earlier
of: (i) such time as the Restricted Parties beneficially own less than 45.0% of the outstanding Common Stock of the Company, and (ii)
the third anniversary of the date of the Standstill Agreement.


 


Registration
Rights


 


Pursuant
to that certain Agreement and Plan of Merger, dated as of November 12, 2020 (the “Merger Agreement”), relating to the Company’s
acquisition of Zoom Connectivity, Inc. (“Zoom Connectivity”), the Company is required to use commercially reasonable efforts
to keep the 10,784,534 shares of Common Stock issued under the Merger Agreement continuously effective under the Securities Act until,
among other things, the earlier of such time as all such shares covered by a registration statement covering the resale of such shares
issued under the Merger Agreement have been sold thereunder or pursuant to Rule 144.


 


Pursuant
to the terms of the 2019 Purchase Agreement, the Company is required to use commercially reasonable efforts to keep the 4,545,455 shares
of Common Stock sold under the 2019 Purchase Agreement continuously effective under the Securities Act until, among other things, the
earlier of such time as all such shares covered by a registration statement covering the resale of such shares sold under the 2019 Purchase
Agreement have been sold thereunder or pursuant to Rule 144.


 




    	 



     


    

 





Liens
on Company Assets


 


Pursuant
to the Silicon Valley Bank Loan and Security Agreement, Silicon Valley Bank has a lien on all of the Company’s and Zoom Connectivity’s
assets, including shares of capital stock of the Company’s subsidiaries, but specifically excludes the Company’s and Zoom
Connectivity’s intellectual property.


 


Anti-Takeover
Effects of Delaware Law and Our Charter and Bylaws


 


Some
provisions of Delaware law, our Charter and our Bylaws contain provisions that could make the following transactions more difficult:
an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our
incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions
that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions which provide
for payment of a premium over the market price for our shares.


 


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


 


Undesignated
Preferred Stock. The ability of our board of directors, without action by the stockholders, to issue up to 2,000,000 shares of undesignated
Preferred Stock with voting or other rights or preferences as designated by our board of directors 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 in control
or management of our company.


 


Stockholder
Meetings. Our Bylaws provide that a special meeting of stockholders may be called only by our president or by our board of directors.


 


Requirements
for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws establish advance notice procedures with respect to
the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors.


 


Elimination
of Stockholder Action by Written Consent. Our Bylaws eliminate the right of stockholders to act by written consent without a meeting.


 


Removal
of Directors. Our Bylaws provide that members of our board of directors may only be removed from office (i) with or without cause
at any annual or special meeting of stockholders by a vote of a majority of the stockholders entitled to vote in the election of directors,
or (ii) for cause by a vote of a majority of the directors then in office, provided that a director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to remove such director.


 


Stockholders
Not Entitled to Cumulative Voting. Our Charter does not permit stockholders to cumulate their votes in the election of directors.
Accordingly, the holders of a majority of the outstanding shares of our Common Stock entitled to vote in any election of directors can
elect all of the directors standing for election, if they choose.


 




    	 



     


    




 


Delaware
Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed to be
“interested stockholders” from engaging in a “business combination” with a publicly held Delaware corporation
for three years following the date these persons become interested stockholders unless the business combination is, or the transaction
in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally,
an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to
the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business
combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder.
The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of
directors.


 


The
provisions of Delaware law, our Charter and Bylaws could have the effect of discouraging others from attempting hostile takeovers and,
as a consequence, they may also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual
or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board
and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise
deem to be in their best interests.


 


Transfer Agent and Registrar


 


The
transfer agent and registrar for our Common Stock is Computershare.


 


Listing


 


Our
Common Stock is traded on The Nasdaq Capital Market under the symbol “MINM”.