Exhibit
4.7


 


DESCRIPTION
OF SECURITIES


REGISTERED
UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


Capital
Stock


 


BTCS
Inc. (the “Company”) is authorized to issue (i) 97,500,000 shares of common stock, par value $0.001 per share (the “Common
Stock”) and (ii) 20,000,000 shares of preferred stock, par value $0.001 per share. The Preferred Stock may be issued in one or
more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof.
The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and
the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the
board of directors (“Board”) pursuant to Section 3 of Article III of the Amended and Restated Articles of Incorporation
(“Articles”).


 


The
Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.


 


The
holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election
of directors. There is no cumulative voting in the election of directors. The directors of the Company are elected by a plurality of
the votes cast by the shareholders. On all other matters submitted to the shareholders, the affirmative vote of the majority of the votes
cast for or against a proposal shall be the act of the shareholders unless otherwise provided by the Nevada Revised Statutes (“NRS”)
or the bylaws of the Company.


 


Certain
Provisions of Our Charter and Bylaws


 


Common
Stock


 


(a)
Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise
provided by the Articles of Incorporation (hereinafter, the “Articles”) or the NRS, the holders of Common Stock shall
be entitled to receive dividends when, as and if declared by the Board out of assets legally available therefor.


 


(b)Voting
Rights. Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled
to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.


 


(c)Liquidation
Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Company, whether voluntary or involuntary,
subject to the prior rights of holders of Preferred Stock to share ratably in the Company’s assets, the Common Stock and any shares
of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Company’s assets
available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion,
exchange or consolidation of the Company with or into any other person or sale or transfer of all or any part of the assets of the Company
(which shall not in fact result in the liquidation of the Company and the distribution of assets to stockholders) shall not be deemed
to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.


 


(d)No
Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion, redemption, or preemptive
rights.


 


(e)Consideration
for Shares. The Common Stock shall be issued for such consideration as shall be fixed, from time to time, by the Board.


 




    	 



     


    

  


Preferred
Stock


 


(a)
Designation. The Board is hereby vested with
the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding
the aggregate number of shares of Preferred Stock authorized by the Articles, and to prescribe with respect to each such series the voting
powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations,
or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares
of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally
or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment
of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the
rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Company;
the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series
for shares of any other class or series of capital stock or for any other securities, property, or assets of the Company or any subsidiary
(including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment
thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular
price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject to redemption by the Company
and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations,
preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside
the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution.
The Board is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the
number of shares of any series subsequent to the issuance of shares of that series. Unless the Board provides to the contrary in the
resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders
of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance
of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior
or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.


 


(b)
Certificate. Before the Company may issue any shares of Preferred Stock of any series, a
certificate of designation setting forth a copy of the resolution or resolutions of the Board, and establishing the voting powers, designations,
preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if
any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized
by the Board to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.


 


Special
Meetings


 


Under
our bylaws, (a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman
of the Board, (ii) the Chief Executive Officer, or (iii) the Board pursuant to a resolution adopted by a majority of the total number
of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution
is presented to the Board for adoption), and shall be held at such place, on such date, and at such time, as the Board shall determine.
(b) If a special meeting is called by any person or persons other than the Board, the request shall be in writing, specifying the general
nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or
other facsimile transmission to the Chairman of the Board, the Chief Executive Officer, or the Secretary of the Company. No business
may be transacted at such special meeting otherwise than specified in such notice. The Board shall determine the time and place of such
special meeting, which shall be held not less 35 nor more than 120 days after the date of the receipt of the request. Upon determination
of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to
vote, in accordance with the provisions of the Bylaws. If the notice is not given within 60 days after the receipt of the request, the
person or persons requesting the meeting may set the time and place of the meeting and give the notice.


 


Transfer
Agent and Registrar


 


Equity
Stock Transfer is the transfer agent and registrar in respect of the Common Stock.


 


Pursuant
to Item 202(a), the information regarding the Common Stock contained herein does not constitute a complete legal description of the Common
Stock and is qualified in all material respects by the provisions of the Company’s Articles and Bylaws, as filed with the Securities
and Exchange Commission.