Exhibit
4.1


 


DESCRIPTION
OF SQL TECHNOLOGIES CORP. COMMON STOCK


 


The
following summarizes the terms and provisions of the common stock of SQL Technologies Corp., a Florida corporation (the “Company”),
which common stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The following summary does not purport to be complete and is qualified in its entirety by reference to the Company’s Articles of
Incorporation, as amended (the “Articles of Incorporation”), and First Amended and Restated By-Laws (the “By-Laws”),
which the Company has previously filed with the Securities and Exchange Commission, and applicable Florida law. 


 


Authorized
Capital


 





The
Company’s authorized capital stock consists of 500,000,000 shares of common stock, no par value per share (the “Common Stock”),
and 20,000,000 shares of preferred stock, no par value per share (the “Preferred Stock”).


 


Common
Stock


 


Dividend
Rights


 


The
holders of Common Stock are entitled to any dividends that may be declared by the board of directors of the Company out of funds legally
available for payment of dividends, subject to the prior rights of holders of Preferred Stock (including the Series A Preferred Stock
(defined below)) and any contractual restrictions the Company has against the payment of dividends on Common Stock.


 


Voting
Rights 


 


Holders
of Common Stock are entitled to one vote for each share on all matters to be voted on by the stockholders, including the election of
directors. There is no cumulative voting with respect to the election of directors. Directors are elected by a plurality of the votes
cast by the holders of Common Stock. Except as otherwise required by law or the Company’s Articles of Incorporation or By-Laws,
all other matters brought to a vote of the holders of Common Stock are approved if the votes cast in favor of the action exceed the votes
cast against the action.


 


Liquidation



 


In
the event of the Company’s liquidation or dissolution, holders of Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preferences of any outstanding shares of Preferred Stock.


 


Rights
and Preferences


 


All
outstanding shares of Common Stock are duly authorized, fully paid and non-assessable. The Common Stock has no preemptive rights, conversion
rights or other subscription rights or redemption or sinking fund provisions. 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 Preferred Stock
that the Company has designated, including the Series A Preferred Stock, or may designate in the future.


 


Stock
Exchange Listing


 


The
Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “SKYX.”


 


Registration
Rights and Anti-Dilution Provisions


 


Certain
of the Company’s outstanding shares of Common Stock and securities convertible into Common Stock have registration rights or are
subject to a form of antidilution protection provisions.


 




    	 



     


    

 


Preferred
Stock


 


All
of the authorized shares of Preferred Stock under the Articles of Incorporation have been designated as Series A Convertible Preferred
Stock, no par value (“Series A Preferred Stock”). Holders of the Series A Preferred Stock receive interest payments quarterly,
at a rate of 6% per year, in cash. The Series A Preferred Stock ranks senior to the Common Stock with respect to dividends, redemption
rights and distributions (subject to certain exceptions) and payments upon the liquidation, dissolution and winding up of the Company.
Holders of the Series A Preferred Stock may elect to convert such shares into shares of Common Stock on a one-to-one basis at any time.
Shares of the Series A Preferred Stock may be repurchased by the Company upon 30 days’ prior written notice, in whole or in part,
for $3.50 per share, provided that, during such notice period, the holder will continue to have the option and right to convert its shares
of Series A Preferred Stock into shares of Common Stock. Holders of Series A Preferred Stock also have a put option, which allows them
to require the Company to purchase some or all of the holder’s Series A Preferred Shares a purchase price of $0.25 per share. The
Series A Preferred Stock has no voting rights. The number of shares of Series A Preferred Stock is subject to adjustment upon the declaration
of a dividend on the Common Stock payable in shares of Common Stock, any split of the Common Stock or any combination or recapitalization
of the outstanding Common Stock into a different number of shares.


 


Anti-Takeover
Provisions


 


Certain
provisions of Florida law, the Articles of Incorporation and the By-Laws, summarized below, may have the effect of delaying, deferring
or discouraging another person from acquiring control of the Company. 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 the Company’s
best interests, including transactions that might result in a premium over the market price for our shares.


 


Florida
Law


 


As
a Florida corporation, the Company is subject to certain anti-takeover provisions that apply to public corporations under the Florida
Business Corporation Act (“FBCA”). Pursuant to Section 607.0901 of the FBCA, a publicly held Florida corporation may not
engage in a broad range of business combinations or other extraordinary corporate transactions with an interested stockholder for a period
of three years following the time that such stockholder became an interested stockholder, unless:


 


	 	●	prior
    to the time that such stockholder became an interested stockholder, the board of directors approved either the affiliated transaction
    or the transaction that resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	upon
    consummation of such a business combination or extraordinary corporate transaction that resulted in the subject stockholder becoming
    an interested stockholder, such stockholder owned at least 85% of the outstanding voting shares of the corporation at the time such
    transaction commenced, exclusive of shares owned by directors who are also officers and certain employee stock plans; or
	 	 	 
	 	●	at
    or subsequent to the time the subject stockholder became an interested stockholder, such business combination or other extraordinary
    corporate transaction is approved by the board of directors and authorized by an affirmative vote of the holders of at least two-thirds
    of the voting shares of the corporation (excluding shares held by the interested stockholder) at an annual or special meeting of
    stockholders, and not by written consent.


 




    	2



     


    

 


Notwithstanding
the above, the voting requirements set forth above do not apply to a particular affiliated transaction if one or more conditions are
met, including, but not limited to, the following: the affiliated transaction has been approved by a majority of the disinterested directors
of the corporation; the corporation has not had more than 300 stockholders of record at any time during the three years preceding the
announcement date; the interested stockholder has been the beneficial owner of at least 80% of the corporation’s outstanding voting
shares for at least three years preceding the announcement date; or the consideration to be paid to the holders of each class or series
of voting shares in the affiliated transaction meets certain minimum conditions.


 


An
interested stockholder is generally defined as a person who, together with affiliates and associates, beneficially owns more than 15%
of a corporation’s outstanding voting shares. The Company has not made an election in the Articles of Incorporation to opt out
of Section 607.0901.


 


In
addition, Section 607.0902 of the FBCA contains certain prohibitions relating to “control share acquisitions.” The Articles
of Incorporation include a provision that opts the Company out of the “control share acquisition” statute under the FBCA.


 


Articles
of Incorporation and By-Laws


 


The
board of directors has the power to issue any or all of the shares of the Company’s capital stock, including the authority to establish
one or more series of Preferred Stock and to fix the designations, powers, preferences, rights and limitations of such class or series,
without seeking stockholder approval, which could delay, defer or prevent any attempt to acquire or control the Company or could make
removal of management more difficult. A majority vote of the stockholders is required to remove directors from office, with or without
cause; a majority of the board of directors may remove a director for cause. The By-Laws provide that a special meeting of stockholders
may be called only by the order of the chairman of the board of directors or upon the written request of stockholders owning at least
a majority of the outstanding shares of the Company entitled to vote for directors as of the date of such request.


 




    	3