lsyn_ex41





 





 



Exhibit 4.1

 



DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 



References to “Libsyn” and the “Company”
herein are, unless the context otherwise indicates, only to
Liberated Syndication Inc. and not to any of its
subsidiaries.

 


 



The following description of the Company’s capital stock and
provisions of the Company’s Articles of Incorporation, bylaws
and the Nevada corporations law are summaries and are qualified in
their entirety by reference to our Articles of Incorporation and
our bylaws. We have filed copies of these documents with the SEC as
exhibits to the Annual Report on Form 10-K to which this
description has been filed as an exhibit. Pursuant to our Articles
of Incorporation, as amended, our authorized capital stock consists
of 200,000,000 shares of common stock, par value of $0.001 per
share and 10,000,000 shares of preferred stock, par value $0.001
per share, to be designated from time to time by the
Company’s Board of Directors.



 



Common Stock



 


Voting
Rights.    The holders of
Libsyn’s common stock will be entitled to one vote for each
share held, on all matters voted on by Libsyn’s stockholders,
including elections of directors.  Libsyn’s Articles of
Incorporation do not provide for cumulative voting in the election
of directors. Generally, all matters to be voted on by
Libsyn’s stockholders must be approved by a majority of the
votes entitled to be cast by all shares of common stock present or
represented by proxy.


 



Dividends.    Holders of Libsyn’s
common stock are entitled to receive dividends as, when and if
dividends are declared by the respective Boards of Directors out of
assets legally available for the payment of
dividends.  It is not the current expectation of either
of the companies to pay dividends.


 



Liquidation.    In the event of a
liquidation, dissolution or winding up of Libsyn’s respective
affairs, whether voluntary or involuntary, after payment of
liabilities and obligations to creditors, the remaining assets will
be distributed ratably among the holders of shares of common stock
on a per share basis.  If there exist any preferred stock
outstanding at such time, holders of the preferred stock may be
entitled to distribution and/or liquidation preferences. In either
case, the affected company would need to pay the applicable
distribution to its holders of preferred stock before distributions
are paid to the holders of the associated common
stock.


 



Rights and preferences.     Libsyn’s common
stock has no preemptive, redemption, conversion or subscription
rights. The rights, powers, preferences and privileges of holders
of our common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of preferred
stock that may be designated and issued in the
future.



 



As of May 14, 2020, there were 29,271,974 shares of common stock
outstanding.



 



Preferred Stock



 



Libsyn’s Articles of Incorporation provide that its Board of
Directors has the authority, without action by the stockholders, to
designate and issue up to 10,000,000 shares of preferred stock
in one or more classes or series and to fix the powers, rights,
preferences and privileges of each class or series of preferred
stock, including dividend rights, conversion rights, voting rights,
terms of redemption, liquidation preferences and the number of
shares constituting any class or series, which may be greater than
the rights of the holders of the common stock. Any issuance of
shares of preferred stock could adversely affect the voting power
of holders of common stock, and the likelihood that the holders
will receive dividend payments and payments upon liquidation could
have the effect of delaying, deferring or preventing a change in
control.  As of the date of filing of the Annual Report on
Form 10-K to which this description has been filed as an exhibit,
Libsyn’s Board of Directors has not designated any series of
preferred stock.



 



As of May 14, 2020, there were no shares of our preferred stock
outstanding.



 



Anti-Takeover Effects of Our Articles of Incorporation and
Bylaws



 



The Company’s 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 us or changing Libsyn’s Board of Directors and
management. According to the Company’s Articles of
Incorporation and bylaws, neither the holders of common stock nor
the holders of any preferred stock that may be issued in the future
have cumulative voting rights in the election of directors. 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 Libsyn’s Board of Directors or for a
third party to obtain control of the Company by replacing its Board
of Directors.



 







 





 



 





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 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 the Company even though such a transaction may
offer our stockholders the opportunity to sell their stock at a
price above the prevailing market price.



 



 







 






 



Control Share Acquisitions



 



The “control share” provisions of Sections 78.378 to
78.3793, inclusive, of the NRS apply to “issuing
corporations” that are Nevada corporations with at least 200
stockholders, including at least 100 stockholders of record who are
Nevada residents, and that 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.



 



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
not opted out of the control share statutes, and will be subject to
these statutes if we are an “issuing corporation” as
defined in such statutes.



 



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 stockholders
at an annual or special meeting. The Nevada control share law, if
applicable, could have the effect of discouraging takeovers of the
Company.



 



Trading Market



 



The Company’s common stock trades on the OTCQB Marketplace
under the ticker “LSYN.”



 



Transfer Agent and Registrar



 



The Company’s independent stock transfer agent is Issuer
Direct Corp, 1981 East Murray-Holladay Road, Suite 100, P.O. Box
17136 Salt Lake City, Utah  84117. Their phone number is
801-272-9294.



 



Disclosure of Commission Position on Indemnification for Securities
Act Liabilities



 



Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.