Exhibit
4.4


 


DESCRIPTION
OF THE SECURITIES OF 


1347
PROPERTY INSURANCE HOLDINGS, INC.


REGISTERED
PURSUANT TO SECTION 12 OF 


THE
SECURITIES EXCHANGE ACT OF 1934


 


The
following summarizes the terms and provisions of the Common Stock and 8.00% Cumulative Preferred Stock, Series A, of 1347 Property
Insurance Holdings, Inc., a Delaware corporation (the “Company”). The Common Stock and 8.00% Cumulative Preferred
Stock, Series A, are both 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
Certificate of Incorporation and Bylaws, each as amended, and the Certificate of Designations of 8.00% Cumulative Preferred Stock,
Series A, which the Company has previously filed with the Securities and Exchange Commission, and applicable Delaware law. 


 


Authorized
Capital 


 


The
Company’s authorized capital stock consists of 10,000,000 shares of common stock, par value $0.001 per share (the “Common
Stock”), and 1,000,000 shares of preferred stock, par value $25.00 per share, of which 736,000 shares have been designated
as a single series of 8.00% Cumulative Preferred Stock, Series A (the “Series A Preferred Stock”).


 


Under
Delaware law, stockholders generally are not personally liable for a corporation’s acts or debts.


 


Common
Stock


 


Exchange
and Trading Symbol


 


The
Common Stock is listed for trading on the Nasdaq Global Market tier of the Nasdaq Stock Market under the trading symbol “PIH.”


 


Rights,
Preferences and Privileges 


 


All
outstanding shares of Common Stock are duly authorized, fully paid and nonassessable. Holders of shares of Common Stock have no
conversion, preemptive or subscription rights, and there are no redemption or sinking fund provisions applicable to the 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 the Series A Preferred Stock and any series of preferred stock that the Company may designate
and issue in the future.


 


Voting
Rights 


 


Holders
of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the stockholders. There
is no cumulative voting with respect to the election of directors. Directors are elected annually by a plurality of the votes
cast by the holders of Common Stock. Except for the approval required to amend the Company’s Certificate of Incorporation
or the Bylaws and except as otherwise required by law, all other matters brought to a vote of the holders of Common Stock are
determined by a majority of the votes cast, and, except as may be provided with respect to any other outstanding class or series
of the Company’s stock, the holders of shares of Common Stock possess the exclusive voting power.


 


Dividends


 


Subject
to preferences that may be applicable to any outstanding shares of preferred Stock (including the Series A Preferred Stock), the
holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s
Board of Directors out of legally available funds.


 




    	 



    	 



    

 


Liquidation


 


In
the event of the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably
in the assets legally available for distribution to stockholders after the payment of all of the Company’s known debts and
liabilities and after adequate provision has been made for each class of stock having preference over the Common Stock, if any.


 


Preferred
Stock


 


The
Board of Directors of the Company is permitted, subject to any limitations prescribed by applicable law and without further approval
or action by the holders of Common Stock, to issue up to 1,000,000 shares of preferred stock in one or more series.


 


The
Board of Directors may fix the designation, powers, preferences and rights of the shares of each such series and any qualifications,
limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation
preferences and sinking fund terms. The rights of the holders of Common Stock are generally be subject to the prior rights of
the holders of any outstanding shares of preferred stock with respect to dividends, liquidation preferences and other matters.


 


8.00%
Cumulative Preferred Stock, Series A


 


The
Board of Directors has designated 736,000 shares of preferred stock as a single series of 8.00% Cumulative Preferred Stock, Series
A, or Series A Preferred Stock. The Company filed a Certificate of Designations to its Third Amended and Restated Certificate
of Incorporation with the Secretary of State of the State of Delaware on February 23, 2018, establishing the rights, preferences,
privileges, qualifications, restrictions, limitations and other terms of the Series A Preferred Stock (the “Certificate
of Designations”). The original issue date of the Series A Preferred Stock is February 28, 2018. Other than the Series A
Preferred Stock, the Company does not have any other series or shares of preferred stock outstanding.


 


Exchange
and Trading Symbol


 


The
Series A Preferred Stock is listed for trading on the Nasdaq Global Market tier of the Nasdaq Stock Market under the trading symbol
“PIHPP.”


 


Rights
and Preferences


 


The
Series A Preferred Stock is fully paid and non-assessable. Holders of the Series A Preferred Stock do not have preemptive or similar
rights to acquire any of the Company’s capital stock. Holders do not have the right to convert Series A Preferred Stock
into, or exchange Series A Preferred Stock for, shares of any other class or series of shares or other securities of the Company.
The Series A Preferred Stock has no stated maturity and is not subject to any sinking fund, retirement fund or purchase fund or
other obligation of the Company to redeem or purchase the Series A Preferred Stock. The rights, preferences and privileges of
the holders of Series A Preferred Stock are subject to, and may be adversely affected by, the rights of the holders of shares
of any other series of preferred stock that the Company may designate and issue in the future that ranks senior to the Series
A Preferred Stock.


 


Ranking


 


The
Series A Preferred Stock ranks senior to the Common Stock and any other junior stock (as defined in the Certificate of Designations)
with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up, equally with
any parity stock (as defined in the Certificate of Designations) of the Company, including other series of preferred stock that
the Company may issue the terms of which provide that they rank equally with the Series A Preferred Stock with respect to the
payment of dividends and distributions of assets upon liquidation, dissolution or winding-up, and junior to any series of preferred
stock that the Company may issue in the future the terms of which provide that they rank senior to the Series A Preferred Stock
with respect to the payment of dividends and distributions of assets upon the Company’s liquidation, dissolution or winding-up.


 




    	 



    	 



    

 


Dividends


 


Holders
of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Company or a duly
authorized committee thereof, out of lawfully available funds for the payment of dividends, cumulative cash dividends from the
original issue date at the rate of 8.00% of the $25.00 per share liquidation preference per annum (equivalent to $2.00 per annum
per share). Dividends on the Series A Preferred Stock are payable quarterly on the 15th day of March, June, September and December
of each year, commencing on June 15, 2018 (each, a “dividend payment date”). In the event that the Company issues
additional shares of Series A Preferred Stock after the original issue date, dividends on such additional shares may accrue from
the original issue date or any other date that the Company specifies at the time such additional shares are issued.


 


Dividends,
if so declared, are payable to holders of record of the Series A Preferred Stock as they appear on the Company’s books on
the applicable record date, which is March 1, June 1, September 1 and December 1, as applicable, immediately preceding the applicable
dividend payment date (each, a “dividend record date”). These dividend record dates apply regardless of whether a
particular dividend record date is a business day (as defined in the Certificate of Designations). As a result, holders of shares
of Series A Preferred Stock are not entitled to receive dividends on a dividend payment date if such shares were not issued and
outstanding on the applicable dividend record date.


 


A
dividend period is the period from and including a dividend payment date to but excluding the next dividend payment date, except
that the initial dividend period commenced on and included the original issue date of the Series A Preferred Stock and ended on
and excluded the June 15, 2018 dividend payment date. Dividends payable on the Series A Preferred Stock are computed on the basis
of a 360-day year consisting of twelve 30-day months. If any date on which dividends would otherwise be payable is not a business
day, then the dividend payment date will be the next succeeding business day with the same force and effect as if made on the
original dividend payment date, and no additional dividends shall accrue on the amount so payable from such date to such next
succeeding business day.


 


No
dividends on shares of Series A Preferred Stock shall be authorized by the Board of Directors (or a duly authorized committee
thereof) or paid or set apart for payment by the Company at any time when the terms and provisions of any agreement of the Company,
including any agreement relating to the Company’s indebtedness, prohibit the authorization, payment or setting apart for
payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a breach of the
agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be restricted
or prohibited by law.


 


Notwithstanding
the foregoing, dividends on the Series A Preferred Stock accrue whether or not the Company has earnings, whether or not there
are funds legally available for the payment of those dividends and whether or not those dividends are declared by the Board of
Directors. No interest, or sum in lieu of interest, is payable in respect of any dividend payment or payments on the Series A
Preferred Stock that may be in arrears, and holders of the Series A Preferred Stock are not entitled to any dividends in excess
of full cumulative dividends described above. Any dividend payment made on the Series A Preferred Stock is first credited against
the earliest accumulated but unpaid dividend due with respect to those shares.


 


Unless
full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid (or declared
and a sum sufficient for the payment thereof has been set aside or contemporaneously is set apart for payment for all past dividend
periods):


 


	 	●	no
    dividend shall be declared or paid or set aside for payment upon the Common Stock, or any other junior stock (other than a
    dividend payable solely in Common Stock or other junior stock), nor shall any distribution be declared or made upon the Common
    Stock or any other junior stock;
	 	 	 
	 	●	no
    Common Stock or other junior stock shall be purchased, redeemed or otherwise acquired for consideration by the Company, directly
    or indirectly (other than (1) as a result of a reclassification of junior stock for or into other junior stock, or the exchange
    or conversion of one share of junior stock for or into another share of junior stock, or (2) through the use of the proceeds
    of a substantially contemporaneous sale of junior stock) nor shall any monies be paid to or made available for a sinking fund
    for the redemption of such stock (it being understood that the provisions of this bullet point shall not apply to grants or
    settlements of grants pursuant to any equity compensation plan adopted by the Company); and


 




    	 



    	 



    

 


	 	●	no
    shares of Series A Preferred Stock or parity stock shall be repurchased, redeemed or otherwise acquired for consideration
    by the Company other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock
    and such parity stock except by conversion into or exchange for junior stock.


 


When
dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock
and any parity stock, all dividends declared upon the Series A Preferred Stock and any party stock shall be declared pro rata
so that the amount of dividends declared per share of Series A Preferred Stock and such parity stock shall in all cases bear to
each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such parity stock (which shall
not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment
or payments on the Series A Preferred Stock that may be in arrears.


 


Liquidation
Rights


 


Upon
the Company’s voluntary or involuntary liquidation, dissolution or winding up, holders of the Series A Preferred Stock and
any parity stock are entitled to receive out of the Company’s assets available for distribution to stockholders, after satisfaction
of liabilities to creditors, if any, and subject to the preferential rights of the holders of any class or series of capital stock
that the Company may issue ranking senior to the Series A Preferred Stock with respect to the distribution of assets upon liquidation,
dissolution or winding up, a liquidating distribution in the amount equal to the liquidation preference of $25.00 per share of
Series A Preferred Stock, plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment,
but before any distribution of assets is made to holders of Common Stock or any class or series of the Company’s capital
stock it may issue that ranks junior to the Series A Preferred Stock as to liquidation rights.


 


In
any such distribution, if the Company’s assets are not sufficient to pay the liquidation distributions in full to all holders
of the Series A Preferred Stock and all holders of any parity stock, the amounts paid to the holders of Series A Preferred Stock
and to the holders of any parity stock will be paid pro rata in accordance with the respective aggregate liquidation distributions
of those holders. In any such distribution, the liquidation distribution to any holder of preferred stock means the amount payable
to such holder in such distribution, including any declared but unpaid dividends (and any unpaid, accrued cumulative dividends
in the case of any holder of shares on which dividends accrue on a cumulative basis). If the liquidation distributions have been
paid in full to all holders of shares of the Series A Preferred Stock and any holders of shares of parity stock and shares ranking
senior to the Series A Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding-up,
the holders of the Company’s other classes of capital stock will be entitled to receive all of the Company’s remaining
assets according to their respective rights and preferences.


 


A
consolidation or merger involving the Company with any other entity, including the consolidation or merger in which the holders
of Series A Preferred Stock receive cash, securities or other property for their shares, or the sale or transfer of all or substantially
all of the property and assets of the Company for cash, securities or other property, will not be deemed to constitute a liquidation,
dissolution or winding-up.


 


Redemption


 


The
Series A Preferred Stock is not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or other similar
provisions.


 


The
Series A Preferred Stock is not redeemable prior to February 28, 2023. On and after that date, the Series A Preferred Stock will
be redeemable at the Company’s option, in whole or in part, upon not less than 30 days nor more than 60 days’ written
notice, at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including,
the redemption date. Holders of the Series A Preferred Stock have no right to require the redemption of the Series A Preferred
Stock.


 


In
connection with any redemption of Series A Preferred Stock, the Company shall pay, in cash, any accumulated and unpaid dividends
to, but not including, the redemption date, unless a redemption date falls after a dividend record date and prior to the corresponding
dividend payment date, in which case each holder of Series A Preferred Stock at the close of business on such dividend record
date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption
of such shares before such dividend payment date.


 




    	 



    	 



    

 


If
shares of the Series A Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail to the
holders of record of the Series A Preferred Stock to be redeemed, mailed not less than 30 days nor more than 60 days prior to
the date fixed for redemption thereof (provided that, if the Series A Preferred Stock is held in book-entry form through The Depository
Trust Company, or “DTC,” the Company may give such notice in any manner permitted by DTC). Each notice of redemption
will include a statement setting forth:


 


	 	●	the
    redemption date;
	 	 	 
	 	●	the
    number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares of Series A Preferred Stock held
    by such holder are to be redeemed, the number of such shares of Series A Preferred Stock to be redeemed from such holder;
	 	 	 
	 	●	the
    redemption price;
	 	 	 
	 	●	that
    the shares should be delivered via book entry transfer or the place or places where holders may surrender certificates evidencing
    the Series A Preferred Stock for payment of the redemption price; and
	 	 	 
	 	●	if
    applicable, that such redemption is being made in connection with a change of control and, in that case, a brief description
    of the transaction or transactions constituting such change of control.


 


In
case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A
Preferred Stock to be redeemed shall be selected either pro rata or in such other manner as the Company may determine to be fair
and equitable.


 


If
notice of redemption of any shares of Series A Preferred Stock has been given and if the Company has irrevocably set aside the
funds necessary for such redemption, then, from and after the redemption date (unless the Company shall default in providing for
the payment of the redemption price plus accumulated and unpaid dividends, if any), dividends will cease to accumulate on such
shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights
of the holders of such shares of Series A Preferred Stock will terminate, except the right to receive the redemption price plus
accumulated and unpaid dividends, if any, payable upon redemption.


 


Unless
full cumulative dividends on all shares of Series A Preferred Stock shall have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend
periods, no shares of Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock are
simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Series A
Preferred Stock (except by exchanging it for its junior stock); provided, however, that the Company may purchase or acquire shares
of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares
of Series A Preferred Stock.


 


The
Company’s ability to redeem the Series A Preferred Stock as described above may be limited by the terms of agreements governing
the Company’s existing and future indebtedness and by the provisions of other existing and future agreements.


 


Voting
Rights


 


Holders
of Series A Preferred Stock do not have any voting rights, except as set forth below or as otherwise from time to time provided
by law, nor do the holders of the Series A Preferred Stock receive any notice of a meeting or vote by the Company’s common
stockholders.


 


In
any matter on which holders of Series A Preferred Stock are entitled to vote, each share of Series A Preferred Stock is entitled
to one vote for each $25.00 of liquidation preference.


 




    	 



    	 



    

 


So
long as any shares of Series A Preferred Stock remain outstanding, the Company will not, without the affirmative vote or consent
of the holders of at least two-thirds of the votes entitled to be cast by the holders of the Series A Preferred Stock and each
other class or series of voting parity stock outstanding at the time, given in person or by proxy, either in writing or at a meeting
(voting together as a single class) (a) authorize, create, or issue, or increase the authorized or issued amount of, any class
or series of stock ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up of the affairs of the Company or reclassify any authorized shares of capital
stock of the Company into such stock, or create, authorize or issue any obligation or security convertible into or evidencing
the right to purchase any such stock; or (b) amend, alter or repeal the Certificate of Incorporation, whether by way of a merger,
consolidation, transfer or conveyance of all or substantially all of the Company’s assets or otherwise (an “Event”),
so as to materially and adversely affect any right, preference, privilege or voting power of the Series A Preferred Stock or the
holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (b) above, so long as any
shares of Series A Preferred Stock remain outstanding with the terms thereof unchanged or the holders of shares of Series A Preferred
Stock receive capital stock of the successor with substantially identical rights (taken as a whole), taking into account that,
upon the occurrence of an Event, we may not be the surviving entity, the occurrence of such Event shall not be deemed to adversely
affect such rights, preferences, privileges or voting power of holders of Series A Preferred Stock, and in such case such holders
shall not have any voting rights with respect to the occurrence of any of the Events set forth in (b) above. In addition, if the
holders of the Series A Preferred Stock receive the greater of the full trading price of the Series A Preferred Stock on the date
of an Event set forth in (b) above or the $25.00 liquidation preference per share of the Series A Preferred Stock pursuant to
the occurrence of any of the Events set forth in (b) above, then such holders will not have any voting rights with respect to
the Events set forth in (b) above. Moreover, if any Event set forth in (b) above would adversely affect any right, preference,
privilege or voting power of the Series A Preferred Stock disproportionately relative to other classes or series of parity stock,
the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting separately
as a class, will also be required.


 


Holders
of the Series A Preferred Stock are not entitled to vote with respect to (x) any increase in the total number of authorized shares
of parity stock or junior stock of the Company, or (y) any increase in the amount of the authorized Series A Preferred Stock or
the creation or issuance of any other class or series of parity stock or junior stock, and any such authorization, creation or
issuances will not be deemed to adversely affect the rights of the holders of the Series A Preferred Stock.


 


The
foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding shares of Series A Preferred Stock shall have been redeemed or called for redemption
upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption and irrevocable
instructions have been given to the paying agent to pay the redemption price and all accrued and unpaid distributions on the Series
A Preferred Stock.


 


Book
Entry


 


The
Series A Preferred Stock is represented by a global security deposited with and registered in the name of Cede & Co. as DTC’s
nominee. DTC is the depository for the Series A Preferred Stock. Unless exchanged in whole or in part for a certificated security,
a global security may not be transferred. However, DTC, its nominees, and their successors may transfer a global security as a
whole to one another. Beneficial interests in the global securities are shown on, and transfers of the global securities are made
only through, records maintained by DTC and its participants.


 


Transfer
Agent, Registrar, Dividend Disbursing Agent and Redemption Agent


 


VStock
Transfer, LLC is the transfer agent and registrar for the Common Stock and Series A Preferred Stock and the dividend disbursing
agent and redemption agent for the Series A Preferred Stock.


 




    	 



    	 



    

 


Anti-Takeover
Effects of Provisions of Delaware Law and the Company’s Certificate of Incorporation and Bylaws


 


Delaware
Anti-Takeover Law


 


The
Company is subject to Section 203 of the Delaware General Corporation Law (“Section 203”). Section 203 generally prohibits
a public Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years after the date of the transaction in which the person became an interested stockholder unless:


 


	 	●	prior
    to the date of the transaction, the board of directors of the corporation approved either the business combination or the
    transaction which resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	upon
    consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
    owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
    purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder)
    those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants
    do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or
    exchange offer; or
	 	 	 
	 	●	at
    or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special
    meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
    stock which is not owned by the interested stockholder.


 


Section
203 defines a “business combination” to generally include:


 


	 	●	any
    merger or consolidation of the corporation or any direct or indirect majority-owned subsidiary of the corporation with the
    interested stockholder;
	 	 	 
	 	●	any
    sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except
    proportionately as a stockholder of such corporation, to or with the interested stockholder of assets of the corporation or
    of any direct or indirect majority-owned subsidiary of the corporation which assets have an aggregate market value equal to
    10% or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or
    the aggregate market value of all the outstanding stock of the corporation;
	 	 	 
	 	●	subject
    to certain exceptions, any transaction which results in the issuance or transfer by the corporation or by any direct or indirect
    majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested stockholder;
	 	 	 
	 	●	subject
    to certain exceptions, any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the
    corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class
    or securities, or securities convertible into the stock of any class or series, of the corporation or of any such subsidiary
    which is owned by the interested stockholder; and
	 	 	 
	 	●	any
    receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of such
    corporation), of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation
    or any direct or indirect majority-owned subsidiary.


 


In
general, Section 203 defines an interested stockholder as any entity or person that (i) is the owner of 15% or more of the outstanding
voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the
outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it
is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person.


 




    	 



    	 



    

 


Certificate
of Incorporation and Bylaws


 


The
Company’s Certificate of Incorporation and Bylaws include anti-takeover provisions that:


 


	 	●	authorize
    the Board of Directors, without further action by the stockholders, to issue shares of preferred stock in one or more series,
    and with respect to each series, to fix the number of shares constituting that series, and establish the rights and terms
    of that series;
	 	 	 
	 	●	establish
    advance notice procedures for stockholders to submit nominations of candidates for election to the Board of Directors to be
    brought before a stockholders meeting;
	 	 	 
	 	●	allow
    the Company’s directors to establish the size of the Board of Directors and fill vacancies on the Board created by an
    increase in the number of directors (subject to the rights of the holders of any series of preferred stock to elect additional
    directors under specified circumstances);
	 	 	 
	 	●	do
    not provide stockholders cumulative voting rights with respect to director elections;
	 	 	 
	 	●	do
    not permit stockholders to take action by written consent;
	 	 	 
	 	●	provide
    that special meetings of the stockholders may be called only by or at the direction of the Board of Directors or at the request
    of 50% or more of the voting power of all of the outstanding shares of the Company’s capital stock entitled to vote
    on any issue contemplated to be considered at such proposed special meeting;
	 	 	 
	 	●	require
    the approval of 66 2/3% or more of the voting power of all of the outstanding shares of the Company’s capital stock
    entitled to vote generally in the election of directors to amend the Certificate of Incorporation; and
	 	 	 
	 	●	allow
    the Board of Directors to make, alter or repeal the Company’s Bylaws but only allow stockholders to amend the Bylaws
    upon the approval of 66 2/3% or more of the voting power of all of the outstanding shares of the Company’s capital stock
    entitled to vote generally in the election of directors.


 


Provisions
of the Company’s Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential
change in the Company’s control or change in the Company’s Board of Directors or management, including transactions
in which stockholders might otherwise receive a premium for their shares or transactions that the Company’s stockholders
might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of the Common
Stock.


 


Authorized
and Unissued Shares


 


The
Company’s authorized and unissued shares of Common Stock are available for future issuance without stockholder approval
except as may otherwise be required by applicable stock exchange rules or Delaware law. The Company may issue additional shares
for a variety of purposes, including future offerings to raise additional capital, to fund acquisitions and as employee and consultant
compensation. The existence of authorized but unissued shares of Common Stock could render more difficult, or discourage an attempt,
to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.


 


The
Company’s Certificate of Incorporation authorizes the issuance of “blank check” preferred stock with such designations,
rights and preferences as may be determined from time to time by the Company’s Board of Directors. Accordingly, the Board
of Directors is empowered, without stockholder approval, to issue shares of preferred stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the value, voting power or other rights of holders of Common Stock. In addition,
the Board of Directors may, under certain circumstances, issue preferred stock in order to delay, defer, prevent or make more
difficult a change of control transaction such as a merger, tender offer, business combination or proxy contest, assumption of
control by a holder of a large block of the Company’s securities or the removal of incumbent management of the Company,
even if those events were favorable to the interests of the Company’s stockholders.