snwv_ex4-22





Exhibit
4.22










 



DESCRIPTION OF THE REGISTRANT’S SECURITIES



REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934



 


The
following is a brief description of the common stock, $0.001 par
value per share (the “Common Stock”), of SANUWAVE
Health, Inc. (the “Company”), which is the only
security of the Company registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.


 



Description of Common Stock


 



General


 


The
following summary of the material features of our Common Stock and
certain provisions of Nevada law do not purport to be complete and
is subject to, and qualified in its entirety by, the provisions of
our Articles of Incorporation, as amended (“Articles of
Incorporation”), our Bylaws (“Bylaws”), the
Nevada Revised Statutes (“NRS”) and other applicable
law. Copies of our Articles of Incorporation and our Bylaws have
been filed with the Securities and Exchange Commission (the
“SEC”) as Exhibit 3.1 and Exhibit 3.4 respectively, to
our Annual Report on Form 10-K. All issued and outstanding shares
of Common Stock are, and the Common Stock reserved for issuance
upon exercise of our stock options and warrants will be, when
issued, fully-paid and non-assessable. Our Common Stock is
currently quoted in the over-the-counter market on the OTCQB under
the symbol “SNWV”.

 



Common Stock

 



Dividend rights

 


Subject
to provisions of the NRS and to any future rights which may be
granted to the holders of any series of our preferred stock,
holders of our Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by our board of directors out
of legally available funds. However, the current policy of our
board of directors is to retain earnings, if any, for the operation
and expansion of the Company.

 



Voting rights

 


Each
holder of shares of our Common Stock is entitled to one vote per
share on all matters submitted to a vote of our common
stockholders. Cumulative voting in the election of directors is not
allowed, which means that the holders of more than 50% of the
outstanding shares can elect all the directors if they choose to do
so and, in such event, the holders of the remaining shares will not
be able to elect any directors. The affirmative vote of a plurality
of the shares of Common Stock voted at a stockholders meeting where
a quorum is present is required to elect directors and to take
other corporate actions. Our Articles of Incorporation does not
provide for a classified Board of Directors; all directors of the
Company are elected annually.

 



Liquidation

 


Upon
liquidation, dissolution or winding-up, the holders of our Common
Stock are entitled to share ratably in all of our assets which are
legally available for distribution, after payment of or provision
for all liabilities and the liquidation preference of any
outstanding preferred stock.

 



No preemptive or similar rights

 


The
holders of our Common Stock do not have any preemptive, conversion
or redemption rights by virtue of their ownership of the Common
Stock.


 




 








 






 



Limitation on Rights of Holders of Common Stock – Preferred
Stock

 


The
rights of holders of Common Stock may be materially limited or
qualified by the rights of holders of preferred shares that we may
issue in the future.

 


Our
Articles of Incorporation authorizes our Board of Directors,
without further stockholder action, to provide for the issuance of
up to 5,000,000 shares of preferred stock. Shares of our preferred
stock may be issued in one or more series, and our board of
directors is authorized to determine the designation and to fix the
number of shares of each series. Our board of directors is further
authorized to fix and determine the dividend rate, premium or
redemption rates, conversion rights, voting rights, preferences,
privileges, restrictions and other variations granted to or imposed
upon any wholly unissued series of our preferred stock. The Company
may amend from time to time our Articles of Incorporation to
increase the number of authorized shares of preferred
stock.

 


Prior
to the issuance of shares of a series of preferred stock, our board
of directors will adopt resolutions and file a certificate of
designation with the Secretary of State of the State of Nevada. The
certificate of designation will fix for each series the designation
and number of shares and the rights, preferences, privileges and
restrictions of the shares including, but not limited to, the
following:


 



●


voting
rights, if any, of the preferred stock;






 



●


any
rights and terms of redemption;






 



●


the
dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation applicable to the preferred stock;






 



●


whether
dividends are cumulative or non-cumulative, and if cumulative, the
date from which dividends on the preferred stock will
accumulate;






 



●


the
relative ranking and preferences of the preferred stock as to
dividend rights and rights upon the liquidation, dissolution or
winding up of our affairs;






 



●


the
terms and conditions, if applicable, upon which the preferred stock
will be convertible into Common Stock, another series of preferred
stock, or any other class of securities being registered hereby,
including the conversion price (or manner of calculation) and
conversion period;






 



●


the
provision for redemption, if applicable, of the preferred
stock;






 



●


the
provisions for a sinking fund, if any, for the preferred
stock; 








 



●


liquidation
preferences;






 



●


any
limitations on the issuance of any class or series of preferred
stock ranking senior to or on a parity with the class or series of
preferred stock as to dividend rights and rights upon liquidation,
dissolution or winding up of our affairs; and






 



●


any
other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.





 




 








 






 



Certain Anti-Takeover Matters

 



Articles of Incorporation and Bylaw Provisions

 


Our
Articles of Incorporation and Bylaws contain certain provisions
that are intended to enhance the likelihood of continuity and
stability in the composition of our board of directors and in the
policies formulated by our board of directors and to discourage an
unsolicited takeover of our company if our board of directors
determines that such a takeover is not in the best interests of our
company and stockholders. However, these provisions could have the
effect of discouraging certain attempts to acquire us or remove
incumbent management even if some or a majority of our stockholders
deemed such an attempt to be in their best interests, including
those attempts that might result in a premium over the market price
for the shares of our Common Stock held by
stockholders.

 


Our
Bylaws establish advance notice procedures with regard to
stockholder proposals. We may reject a stockholder proposal that is
not made in accordance with such procedures. In addition, our
Bylaws provide that:


 



●

stockholders may
not cause a special meeting of stockholders to be
called;






 



●

stockholders may
not vote by written consent;






 



●

vacancies in the
board of directors may be filled by the affirmative vote of a
majority of directors then in office, even if less than a quorum;
and






 



●


our
bylaws may be altered, amended or repealed at any regular meeting
of the stockholders (or at any special meeting thereof duly called
for such purpose) by the affirmative vote of holders of at least 66
2/3% of our entire capital stock that is issued, outstanding and
entitled to vote.





 



Nevada Takeover Statutes

 


Nevada’s
Combination with Interested Stockholders Statute and Control Share
Acquisition Statute may both have the effect of delaying or making
it more difficult to effect a change in control of our
company.


 


The
Combination with Interested Stockholders Statute prevents an
“interested stockholder” and an applicable Nevada
corporation from entering into a “combination,” unless
certain conditions are met. A “combination” means any
merger or consolidation with an “interested
stockholder” or affiliate or associate of an
“interested stockholder,” or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition, in one transaction
or a series of transactions with an “interested
stockholder” or affiliate or associate of an
“interested stockholder”:


 



●


having
an aggregate market value equal to more than 5% of the aggregate
market value of the assets of the corporation;






 



●


having
an aggregate market value equal to more than 5% of the aggregate
market value of all of the outstanding voting shares of the
corporation; or






 



●


representing
more than 10% of the earning power or net income, determined on a
consolidated basis, of the corporation.





 




 








 






 


An
“interested stockholder” means (i) the beneficial
owner of 10% or more of the voting shares of the corporation or
(ii) an affiliate or associate of the corporation who at any
time within 2 years immediately prior to the date in question was
the beneficial owner of 10% or more of the voting shares of the
corporation. A corporation may not engage in a
“combination” within two years after the interested
stockholder acquired his shares unless the combination meets all of
the requirements of the articles of incorporation of the
corporation and (x) the combination or the purchase of shares made
by the interested stockholder was approved by the board of
directors before the interested stockholder acquired such shares or
(y) the combination is approved by the board of directors and, at
or after that time, the combination is approved at an annual or
special meeting of the stockholders of the corporation representing
at least 60% of the outstanding voting power of the corporation not
beneficially owned by interested stockholders or affiliates or
associates thereof. If such approval is not obtained, then after
the expiration of the two-year period, the business combination may
be consummated if the combination meets all of the requirements of
the corporation’s articles of incorporation and (a) the
combination or the transaction in which the person became an
interested stockholder was approved by the board of directors
before the person became an interested stockholder, (b) if it
is approved at an annual or special meeting of the stockholders of
the corporation by a majority of the voting power held by
disinterested stockholders, or (c) if the consideration to be
paid by the interested stockholder for disinterested shares of
common and preferred stock, as applicable, is at least equal to the
highest of:


 



●


The
highest price per share paid by the interested stockholder, at a
time when the interested stockholder was the beneficial owner,
directly or indirectly, of 5 percent or more of the outstanding
voting shares of the corporation, for any common shares of the same
class or series acquired by the interested stockholder within 2
years immediately before the date of announcement with respect to
the combination or within 2 years immediately before, or in, the
transaction in which the person became an interested stockholder,
whichever is higher, plus, in either case, interest compounded
annually from the earliest date on which the highest price per
share was paid through the date of consummation at the rate for
one-year obligations of the United States Treasury in effect on
that earliest date, less the aggregate amount of any dividends paid
in cash and the market value of any dividends paid other than in
cash, per common share since that earliest date.






 



●


The
market value per common share on the date of announcement with
respect to the combination or on the date that the person first
became an interested stockholder, whichever is higher, plus
interest compounded annually from that date through the date of
consummation at the rate for one-year obligations of the United
States Treasury in effect on that date, less the aggregate amount
of any dividends paid in cash and the market value of any dividends
paid other than in cash, per common share since that
date.






 


Nevada’s
Control Share Acquisition Statute prohibits an acquiror, under
certain circumstances, from voting shares of a target
corporation’s stock after crossing certain threshold
ownership percentages, unless the acquiror obtains the approval of
the target corporation’s disinterested stockholders. The
Control Share Acquisition Statute specifies three thresholds:
(i) one-fifth or more but less than one-third,
(ii) one-third or more but less than a majority, and
(iii) a majority or more, of the outstanding voting power in
the election of directors. Once an acquiror crosses one of the
above thresholds, those shares in the immediate offer or
acquisition and those shares acquired within 90 days become Control
Shares (as defined in the statute) and those Control Shares are
deprived of the right to vote until disinterested stockholders
restore the right. The Control Share Acquisition Statute also
provides that in the event Control Shares are accorded full voting
rights and the acquiring person has acquired a majority or more of
all voting power, all other stockholders who do not vote in favor
of authorizing voting rights to the Control Shares are entitled to
demand payment for the fair value of their shares. Our board is
required to notify such stockholders within 10 days after the vote
of the stockholders that they have the right to receive the fair
value of their shares in accordance with statutory procedures
established generally for dissenter’s rights.


 




 








 






 



Limitation of Liability and Indemnification Matters

 


Our
Articles of Incorporation and our Bylaws provide for
indemnification of our directors, officers, employees and other
agents to the maximum extent permitted by Nevada law.