Exhibit 4.1


 





DESCRIPTION OF SECURITIES







 


As
of December 31, 2019, the ordinary shares of Cyren Ltd. (“we,” “us,” “our” or the “Company”)
were the Company’s only class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended.


 


The
following description of our share capital is intended as a summary only and therefore is not a complete description of our share
capital. This description is based upon, and is qualified by reference to, our Amended and Restated Articles of Association and
applicable provisions of the Israeli Companies Law, 1999 and the regulations promulgated thereunder as in effect from time to
time (the “Companies Law”). You should read our Amended and Restated Articles of Association, which is incorporated
by reference as an exhibit to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
of which this Exhibit is a part, for the provisions that are important to you. 


 


As
of December 31, 2019, our authorized share capital consisted of 110,000,000 ordinary shares, NIS 0.15 par value.  As
of December 31, 2019, there were 59,372,173 ordinary shares issued and outstanding.


 


Our
ordinary shares are listed on the Nasdaq Capital Market under the symbol “CYRN.”


 


Description
of Ordinary Shares


 


All
issued and outstanding ordinary shares of Cyren Ltd. are duly authorized and validly issued, fully paid and non-assessable.


 


The
ordinary shares do not have preemptive rights. The ordinary shares may generally be freely transferred under our Amended and Restated
Articles of Association, unless the transfer is restricted or prohibited by applicable law or the rules of the stock exchange
on which the shares are traded. Our Amended and Restated Articles of Association and the laws of the State of Israel do not restrict
in any way the ownership or voting of ordinary shares by non-residents of Israel, except, under certain circumstances, with respect
to ownership by subjects of countries which are, or have been, in a state of war with Israel.


 


Dividend
and Liquidation Rights


 


The
ordinary shares are entitled to their full proportion of any cash or share dividend duly declared. Cash or share dividend shall
be considered as duly declared if it meets the “Profit Test” and the “Solvency Test”. According to the
“Profit Test” a company may distribute cash or share divided out of its “profits” as defined in the Companies
Law. According to the “Solvency Test” a company may distribute cash or share divided on condition that there is no
reasonable concern that the distribution will prevent the company from meeting its existing and foreseeable obligations when they
become due. Distribution of cash or share divided which meets only the “Solvency Test” is subject to Court approval.
For the purposes of the “Profit Test”, “profits” are defined as the higher of the balance of surplus or
the surplus which was accumulated during the past two years, on the basis of the latest adjusted financial reports, audited or
reviewed, prepared by the Company, following deduction of previous distributions if not already reduced from the surplus, provided
that not more than six months have lapsed between the date in respect of which the financial reports were prepared and the date
of distribution. “Adjusted financial reports” are defined as the financial reports adjusted to the CPI, or subsequent
or replacement financial reports, all in accordance with accepted accounting principles. “Surplus” is defined as the
amounts included in the Company’s equity originating from the net profit of the Company, as determined in accordance with
accepted accounting principles, and other amounts included in the equity under accepted accounting principles which are not share
capital or premiums, which are deemed to be profits.


 


Subjects
to the rights of the holders of shares with preferential or other special rights that may be authorized, the holders of ordinary
shares are entitled to receive dividends in proportion to the sums paid up or credited as paid up on account of the nominal value
of their respective holdings of the shares in respect of which the dividend is being paid (without taking into account the premium
paid up on the shares) out of assets legally available therefor and, in the event of our winding up, to share ratably in all assets
remaining after payment of liabilities in proportion to the nominal value of their respective holdings of the shares in respect
of which such distribution is being made, subject to applicable law. Declaration of a dividend which meets the “Profit Test”
and “Solvency Test” requires approval by the Board of Directors, and if such dividend meets only the “Solvency
Test”, is also subject to Court approval.


 






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Under
current Israeli regulations, any dividends or other distributions paid in respect of ordinary shares purchased by non-residents
of Israel with certain non-Israeli currencies (including U.S. dollars) will be freely repatriated in such non-Israeli currencies
at the rate of exchange prevailing at the time of conversion, provided that Israel income tax has been paid on or withheld from
such payments.


 


Modification
of Class Rights


 


If
at any time the share capital is divided into different classes of shares, then, unless the conditions of allotment of such class
provide otherwise, the rights, additional rights, advantages, restrictions and conditions attached or not attached to any class,
at any given time, may be modified, enhanced, added or abrogated by resolution at a meeting of the holders of the shares of such
class.


 


Special
Provisions in Amended and Restated Articles of Association Relating To Directors and Executive Officers


 


The discussion regarding External Directors
under “Item 10. Directors, Executive Officers and Corporate Governance – Director Independence” from the Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 is incorporated herein by reference.




 


Voting,
Shareholder Meetings and Resolutions


 


Holders
of ordinary shares have one vote for each share held on all matters submitted to a vote of shareholders.


 


An
annual general meeting must be held once every calendar year at such time (not more than 15 months after the last preceding annual
general meeting) and at such place, either within or outside the State of Israel, as may be determined by the Board of Directors.
The quorum required for a general meeting of shareholders consists of at least two shareholders present in person or by proxy
and holding at least one-third of the voting rights of the issued share capital. A meeting adjourned for lack of a quorum may
be adjourned to the same day in the next week at the same time and place, or to such time and place as the Board of Directors
may determine in a notice to shareholders. At such reconvened meeting any two shareholders entitled to vote and present in person
or by proxy will constitute a quorum. Rule 5620(c) to Nasdaq Listing Rules requires that an issuer listed on Nasdaq should have
a quorum requirement that in no case be less than 33 1/3% of the outstanding shares of the company’s common voting stock.
However, as mentioned above, our Amended and Restated Articles of Association, consistent with the Companies Law, provides for
a lower quorum requirement at an adjourned meeting.


 


Generally,
shareholder resolutions will be deemed adopted if approved by the holders of a majority of the voting power represented at the
meeting, in person or by proxy, and voting thereon. For certain matters as described under the Companies Law, there is a requirement
that the majority include the affirmative vote of at least a majority of the votes cast by shareholders who are not controlling
shareholders of the Company and/or which do not have a personal interest in the matter to be voted upon (where a personal interest
may include the interests of representatives of such shareholder) or, alternatively, the total shareholdings of the votes cast
against the proposal (other than by the Company’s controlling shareholders or interested parties in the matter to be voted
upon) must not present more than two percent of the voting rights in the Company.


 


Anti-Takeover
Provisions Under Israeli Law


 


Under
the Companies Law, a merger is generally required to be approved by the board of directors of each of the merging companies after
determination that the contemplated merger shall not adversely affect the ability of the surviving company to meet its obligations
to its creditors as such become due and payable, and by the shareholders of each of the merging companies. If the share capital
of the company that will not be the surviving company is divided into different classes of shares, the approval of each class
is also required. In addition, a merger can be completed only after, among other things, thirty days have passed from the shareholders’
approval of each of the merging companies, all approvals have been submitted to the Israeli Registrar of Companies and at least
fifty days have passed from the time that a proposal for approval of the merger was filed with the Registrar.


 






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The
Companies Law provides that in general, an acquisition of shares in a public company must be made by means of a tender offer if
as a result of the acquisition the purchaser would hold 25% or more of the voting rights in the company, unless there is already
another 25% shareholder of the company.  Similarly, the Companies Law provides that in general, an acquisition of shares
in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would hold more than
45% of the voting rights of the company, unless someone else already holds 45% of the voting power of the company.


 


Israeli
tax law treats specified acquisitions, including a stock-for-stock swap between an Israeli company and a foreign company, less
favorably than does U.S. tax law. For example, Israeli tax law may subject a shareholder who exchanges his ordinary shares for
shares in a foreign corporation to taxation before it would become taxable in the United States, even though the investment has
not become liquid, although in the case of shares of a foreign corporation that are traded on a stock exchange, the tax may be
postponed subject to certain conditions.


  


Transfer
of Shares and Notices


 


Fully
paid ordinary shares that are issued and not subject to any legal restrictions on transference may be transferred freely. Each
shareholder of record is entitled to receive at least 21 days’ prior notice (and for certain matters, 35 days’ prior
notice) before the date of a shareholder meeting and at least five days’ prior notice before the record date for the meeting.  For
purposes of determining the shareholders entitled to notice of and to vote at such meeting, the Board of Directors may fix a record
date, which shall be between 4 and 40 days prior to the date of any shareholder meeting.


 


Changes
in Our Capital


 


Changes
in our capital are subject to the applicable provisions of the Companies Law and to the approval of the shareholders, generally
by a majority of the votes of shareholders present by person or by proxy and voting at the shareholders meeting.