Exhibit
4.1


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE
ACT OF 1934


 


Save
Foods, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), our shares of common stock, par value $0.0001 (the “Common Stock”). The following is
a summary of some of the terms of our Common Stock based on our Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”). The following summary is not complete
and is subject to, and is qualified in its entirety by reference to, the provisions of our Certificate of Incorporation, our Bylaws
and the applicable provisions of the Delaware General Corporation Law.


 


Name
of exchange on which registered


 


Our
Common Stock is quoted on the OTC, Pink Tier under the symbol “SAFO”.


 


Registration


 


Nir
Ecology Ltd. was founded in September 1989. Pimi Marion Holdings Ltd. was incorporated in 2004 based on Nir Ecology Ltd.’s
technology. In 2008, Pimi Marion Holdings Ltd. changed its name to Pimi Agro Cleantech Ltd., and in 2018, underwent an additional
name change to Save Foods, Inc.


 


Common
Stock


 


We
are authorized to issue up to a total of 495,000,000 shares of Common Stock. Holders of our Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of our stockholders. As of December 31, 2019, there were 10,209,487
shares of Common Stock issued.


 


Voting
Rights


 


Holders
of our Common Stock have no cumulative voting rights. Further, holders of our Common Stock have no preemptive, conversion, redemption
or subscription rights and there are no sinking fund provisions applicable to our Common Stock


 


Liquidation
Rights


 


In
the event of our liquidation, dissolution or winding-up, holders of common stock have the right under Section 281 of the Delaware
General Corporation Law to a ratable portion of assets remaining after satisfaction in full of the prior rights of our creditors,
all liabilities and the total liquidation preferences of any outstanding shares of preferred stock.


 


Dividends


 


Subject
to preferences that may be applicable to any outstanding shares of preferred stock, holders of our Common Stock are entitled to
receive dividends, if any, as may be declared from time to time by our board of directors, or board, out of our assets which are
legally available.


 


Preferred
Stock


 


Our
Certificate of Incorporation authorizes 5,000,000 shares of preferred stock, par value $0.0001 per share, of which none were issued
and outstanding as of the date of this registration statement. The board of directors is authorized to provide for the issuance
of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights,
preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which may convert into large
numbers of shares of common stock and consequently lead to further dilution of other shareholders.


 



    	 



    	-2-



    

 


Anti-Takeover
Effects of Delaware Law and Our Certificate of Incorporation and Bylaws


 


The
provisions of Delaware law, our Certificate of Incorporation and our Bylaws may have the effect of delaying, deferring or discouraging
another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging
takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with
our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly
or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals
could result in an improvement of their terms.


 


Amended
and Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions


 


Our
amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that could
deter hostile takeovers or delay or prevent changes in control of our management team, including the following:


 


	●	Board
    of directors vacancies. Our Certificate of Incorporation provides that vacancies on the board of directors may be
    filled only by the affirmative vote of a majority of the directors then in office, irrespective of whether there is a quorum,
    or by a sole remaining director. Additionally, the number of directors to serve on our board of directors is fixed solely
    and exclusively by resolution duly adopted by our board of directors. This would prevent a stockholder from increasing the
    size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with
    its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity
    of management.
	 	 
	●	Special
    Meetings of Stockholders. Our Certificate of Incorporation currently provides that special meetings of our stockholders
    may be called by the board of directors acting pursuant to a resolution approved by the affirmative vote of a majority of
    the directors then in office, and special meetings of stockholders may not be called by any other person or persons. 
	 	 
	●	No
    cumulative voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate
    votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended
    and restated certificate of incorporation does not provide for cumulative voting.
	 	 
	●	Amendment
    of charter provisions. Any amendment of our Certificate of Incorporation requires the affirmative vote of the majority
    of the outstanding shares of capital stock entitled to vote on such amendment, and the affirmative vote of the majority of
    the outstanding shares of each class entitled to vote thereon as a class. Amendments to the Bylaws may be executed pursuant
    to a resolution by the board of directors pursuant to an affirmative vote of a majority of the directors then in office, or
    by the affirmative vote of at least 75% of the outstanding shares of capital stock entitled to vote.
	 	 
	●	Issuance
    of undesignated preferred stock. Our board of directors has the authority, without further action by the stockholders,
    to issue up to 5,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated
    from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock, which may
    be converted into large numbers of shares of Common Stock, would enable our board of directors to render more difficult or
    to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.
	 	 
	●	Delaware
    Business Combination Statute. The Company is subject to the “business combination” provisions of Section 203
    of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from
    engaging in a business combination with an interested stockholder for a period of three years following the date such person
    becomes an interested stockholder, unless the business combination or the transaction in which such person becomes an interested
    stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or
    stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested
    stockholder” is a person that, together with affiliates and associates, owns, or within three years prior to the determination
    of interested stockholder status did own, 15% or more of a corporation’s voting stock. The existence of this provision
    may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, and the anti-takeover
    effect includes discouraging attempts that might result in a premium over the market price for the shares of our common stock.
	 	 
	●	Exclusive
    forum. Unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
    is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action
    asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders,
    (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended
    and restated certificate of incorporation or our amended and restated bylaws, or (iv) any action asserting a claim against
    us governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring
    a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which
    may discourage such lawsuits against us and our directors, officers and other employees.


 


Transfer
Agent 


 


The
transfer agent and registrar for our common stock is Action Stock Transfer. The transfer agent and registrar’s address is
2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121. The transfer agent’s telephone number is (801) 274-1088.