EXHIBIT
4.1


 


DESCRIPTION
OF SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF


THE
SECURITIES EXCHANGE ACT OF 1934


 


The
following summary describes the common stock of Trxade Group, Inc., a Delaware corporation (“Trxade” or the
“Company”), which common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Only the Company’s common stock is registered under Section 12 of the
Exchange Act.


 


DESCRIPTION
OF COMMON STOCK


 


The
following description of our common stock is a summary and is qualified in its entirety by reference to our Certificate of Incorporation,
as amended and our Bylaws, as amended, which are incorporated by reference as exhibits to this Annual Report on Form 10-K, and
by applicable law. For purposes of this description, references to “Trxade,” “we,” “our”
and “us” refer only to Trxade and not to its subsidiaries.


 


Authorized
Capitalization


 


The
total number of authorized shares of our common stock is 100,000,000 shares, $0.00001 par value per share. The total number of
“blank check” authorized shares of our preferred stock is 100,000,000 shares, $0.00001 par value per share.
There are no shares of preferred stock currently outstanding.


 


The
terms of our preferred stock are not included herein as such preferred stock is not registered under Section 12 of the Exchange
Act.


 


Common
Stock


 


Voting
Rights. Each share of our common stock is entitled to one vote on all stockholder matters. Shares of our common stock
do not possess any cumulative voting rights.


 


Except
for the election of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of
the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy at the
meeting and entitled to vote on the matter, unless otherwise required by applicable law, Delaware law, our Certificate of Incorporation,
as amended or Bylaws, as amended. The election of directors will be determined by a plurality of the votes cast in respect of
the shares present in person or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest
number of votes cast, even if less than a majority, will be elected. The rights, preferences and privileges of holders of common
stock are subject to, and may be impacted by, the rights of the holders of shares of any series of preferred stock that we have
designated, or may designate and issue in the future.


 


Dividend
Rights. Each share of our common stock is entitled to equal dividends and distributions per share with respect to the
common stock when, as and if declared by our Board of Directors, subject to any preferential or other rights of any outstanding
preferred stock.


 


Liquidation
and Dissolution Rights. Upon liquidation, dissolution or winding up, our common stock will be entitled to receive pro
rata on a share-for-share basis, the assets available for distribution to the stockholders after payment of liabilities and payment
of preferential and other amounts, if any, payable on any outstanding preferred stock.


 




    	 	 	 



    	 



    

 


Fully
Paid Status. All outstanding shares of the Company’s common stock are validly issued, fully paid and non-assessable.


 


Listing.
Our common stock is listed and traded on the Nasdaq Capital Market under the symbol “MEDS”.


 


Other
Matters. No holder of any shares of our common stock has a preemptive right to subscribe for any of our securities, nor
are any shares of our common stock subject to redemption or convertible into other securities.


 


Anti-Takeover
Effects Under Section 203 of Delaware General Corporation Law


 


We
are subject to Section 203 of Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years after the date that such stockholder became an interested
stockholder, with the following exceptions:


 


	 	-	before
    such date, the Board of Directors of the corporation approved either the business combination or the transaction that resulted
    in the stockholder becoming an interested stockholder;
	 	 	 
	 	-	upon
    completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
    owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction began, excluding
    for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder)
    those shares owned (i) by 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
    an exchange offer; or
	 	 	 
	 	-	on
    or after such date, the business combination is approved by our Board of Directors and authorized at an annual or a special
    meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3 percent of the outstanding
    voting stock that is not owned by the interested stockholder.


 


In
general, Section 203 defines “business combination” to include the following:


 


	 	-	any
    merger or consolidation involving the corporation or any direct or indirect majority owned subsidiary of the corporation and
    the interested stockholder or any other corporation, partnership, unincorporated association, or other entity if the merger
    or consolidation is caused by the interested stockholder and as a result of such merger or consolidation the transaction is
    not excepted as described above;
	 	 	 
	 	-	any
    sale, transfer, pledge, or other disposition (in one transaction or a series) of 10% or more of the assets of the corporation
    involving the interested stockholder;
	 	 	 
	 	-	subject
    to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
    to the interested stockholder;
	 	 	 
	 	-	any
    transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class
    or series of the corporation beneficially owned by the interested stockholder; or
	 	 	 
	 	-	the
    receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges, or other financial benefits
    by or through the corporation.


 


In
general, Section 203 defines an “interested stockholder” as an entity or a person who, together with the person’s
affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder
status did own, 15 percent or more of the outstanding voting stock of the corporation.


 


A
Delaware corporation may “opt out” of these provisions with an express provision in its original certificate
of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment
approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers
or other takeover or change in control attempts of us may be discouraged or prevented.