rmbl_ex411





 







Exhibit 4.11


 



DESCRIPTION OF CAPITAL STOCK


 



Common Stock


 


Our
Articles of Incorporation authorize the issuance of 5,000,000
shares of common stock, $0.001 par value per share, of which 50,000
shares are designated as Class A Common Stock and all other shares
of common stock are designated as Class B Common Stock. The Class A
Common Stock ranks pari passu with all of the rights and privileges
of the Class B Common Stock, except that holders of the Class A
Common Stock are entitled to ten votes per share of Class A Common
Stock issued and outstanding. The Class B Common Stock are
identical to the Class A Common Stock in all material respects,
except that holders of the Class B Common Stock will be entitled to
one vote per share of Class B Common Stock issued and outstanding.
Our Class B Common Stock is registered pursuant to Section 12(b) of
the Exchange Act. The number of shares of Class B Common Stock,
$0.001 par value, outstanding on May 26, 2020 was 2,162,716 shares.
In addition, 50,000 shares of Class A Common Stock, $0.001 par
value, were outstanding on May 26, 2020.



 


Holders
of shares of Class A Common Stock and Class B Common Stock are
entitled to share ratably in dividends, if any, as may be declared,
from time to time by our Board, in its discretion, from funds
legally available to be distributed. In the event of a liquidation,
dissolution or winding up of our company, the holders of shares of
Class A Common Stock and Class B Common Stock are entitled to share
pro rata all assets remaining after payment in full of all
liabilities and the prior payment to the preferred stockholders if
any. Holders of Class A Common Stock and Class B Common Stock have
no preemptive rights to purchase our Class A Common Stock and Class
B Common Stock. There are no conversion rights or redemption or
sinking fund provisions with respect to the Class A Common Stock or
Class B Common Stock.


 



Preferred Stock


 



             
Our Articles of Incorporation authorize the issuance of 10,000,000
shares of preferred stock, $0.001 par value per share, in one or
more classes or series. The rights, preferences, privileges and
restrictions of the preferred stock of each series or class will be
determined by our Board and set forth in a certificate of
designations relating to such series or class that will amend our
Articles of Incorporation. As of May 26, 2020, no shares of
preferred stock were issued and outstanding.


  



Nevada Laws


 


The
Nevada Business Corporation Law contains a provision governing
“Acquisition of Controlling Interest.” This law
provides generally that any person or entity that acquires 20% or
more of the outstanding voting shares of a publicly-held Nevada
corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a
majority of the disinterested stockholders of the corporation
elects to restore such voting rights in whole or in part. The
control share acquisition act provides that a person or entity
acquires “control shares” whenever it acquires shares
that, but for the operation of the control share acquisition act,
would bring its voting power within any of the following three
ranges:



 


●
20.0% to 33.0%;


 


●
33.0% to 50.0%; and


 


●
more than 50.0%.



 


A
“control share acquisition” is generally defined as the
direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The
stockholders or board of directors of a corporation may elect to
exempt the stock of the corporation from the provisions of the
control share acquisition act through adoption of a provision to
that effect in the articles of incorporation or bylaws of the
corporation. Our Articles of Incorporation and bylaws exempt our
Class A Common Stock and Class B Common Stock from the control
share acquisition act.


 



Exclusive Forum


 


Our
Articles of Incorporation and bylaws do not contain an exclusive
forum provision.


 



Market Information


 


Our
Class B Common Stock is traded on the Nasdaq Capital Market under
the symbol “RMBL.”


 



Holders


 


As of
May 26, 2020, we had approximately 52 stockholders of record of
2,162,716 issued and outstanding shares of Class B Common Stock and
two holders of record of 50,000 issued and outstanding shares of
Class A Common Stock. 


 



Transfer Agent and Registrar


 



             

The
transfer agent and registrar for our Class A Common Stock and Class
B Common Stock is West Coast Stock Transfer, Inc.