EXHIBIT 4(a)


 


DESCRIPTION OF SECURITIES


REGISTERED UNDER SECTION 12 OF THE


SECURITIES EXCHANGE ACT OF 1934


 


The
authorized capital stock of REX American Resources Corporation, a Delaware corporation (the “Company”) consists of
45,000,000 shares of common stock, $.01 par value per share (“Common Stock”). The Company has no other classes of stock
other than Common Stock. The following description of capital stock of the Company is qualified in its entirety by provisions of
Delaware law and by reference to the terms and provisions of the Company’s Certificate of Incorporation and By-Laws, which
are incorporated herein by reference and both of which are filed as exhibits to this Annual Report on Form 10-K. All of the issued
shares of Common Stock are fully paid and non-assessable. No holder of shares of Common Stock has or will have any right, pre-emptive
or other, to subscribe for or to purchase from the Company any of the shares of any class of equity of the Company hereafter issued
or sold. No shares of Common Stock are subject to any sinking fund provisions, or to calls, assessments by, or liabilities of the
Company.


 


VOTING
RIGHTS

 


Each
share of Common Stock entitles the holder to one vote on all matters submitted to a vote of shareholders. The Company’s Board
of Directors (the “Board”) is not classified and each member is elected annually. The Company’s Certificate of
Incorporation does not provide for cumulative voting. Instead, the Company’s Certificate of Incorporation provides for directors
in director elections to be elected by a simple majority of the votes cast. The holders of a majority of the votes cast have the
voting power to elect all directors. The By-Laws of the Company provide that the holders of a majority of shares of Common Stock
present at a meeting have the voting power to approve mergers, sales of assets and similar material corporate transactions except
as otherwise provided by Delaware General Corporation Law.

 


DIVIDENDS

 


Holders
of Common Stock are entitled to receive dividends on such Common Stuck, when, as, and if authorized and declared by the Board on
a pro-rata basis. The payment of dividends on Common Stock will be a business decision to be made by the Board from time to time
based upon the Company’s results of operations and financial condition, covenants in any debt instruments, and such other
factors as the Board considers relevant.

 


LIQUIDATION
RIGHTS

 


Upon
the Company’s liquidation, dissolution or winding up, each holder of shares of Common Stock will be entitled to share ratably
with the other holders of shares of Common Stock in all assets remaining after payments to all creditors.


     


     


    
 


SHARE
REPURCHASE PROGRAM

 


The
Company may, from time to time, pursuant to authorization by the Board, and without action by the Company’s shareholders,
purchase or otherwise acquire any of the Company’s Common Stock in such manner, upon such terms, and in such amounts as the
Board shall determine. The Company typically repurchases its common stock when our stock price is trading at prices the Company
deems to be a discount to the underlying value of our net assets.

 


CHANGE
OF CONTROL

 


The
Company’s Certificate of Incorporation and By-Laws contain various provisions that could discourage or delay attempts to
gain control of the Company, including, among others, provisions that:

 


a.
authorize the Board to fix its size between three and 15;

 


b.
authorize directors to fill vacancies on the Board that occur between annual shareholder meetings; and

 


c.
require the vote of shareholders owning at least 66 2/3% of the outstanding shares of Common Stock to amend certain provisions
of the Certificate of Incorporation related to liability of directors.

 


The
Company is subject to Delaware General Corporation law. Neither the Company’s Certificate of Incorporation nor the Company’s
By-Laws contain a provision excluding it from the application of any change of control provisions of Delaware corporate law.