Exhibit
4.10


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


DESCRIPTION
OF OUR CAPITAL STOCK


 


The
following description of our Capital Stock is a summary and does not purport to be complete. It is subject to and qualified in
its entirety by reference to our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”)
and our Amended and Restated Bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the
Annual Report on Form 10-K.


 


Common
Stock


 


We
are currently authorized to issue up to 195,000,000 shares of our common stock, $0.0001 par value, and 5,000,000 shares of preferred
stock, $0.01 par value. As of April 14, 2020 11,572,880 shares of our common stock were issued and outstanding,
and held of record by approximately 116 persons, and no shares of preferred stock were issued and outstanding.


 


Holders
of shares of our common stock are entitled to such dividends as may be declared from time to time by the board in its discretion,
on a ratable basis, out of funds legally available therefrom, and to a pro rata share of all assets available for distribution
upon liquidation, dissolution or other winding up of our affairs. All of the outstanding shares of our common stock are fully
paid and non-assessable.


 


On
January 27, 2016, we filed an amendment of our Amended and Restated Certificate of Incorporation, as amended, to effect a 1-for-15
reverse stock split of our common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective in the
stock market upon commencement of trading on January 28, 2016. As a result of the Reverse Stock Split, every 15 shares of our
pre-Reverse Stock Split common stock were combined and reclassified into one share of our common stock. No fractional shares were
issued in connection with the Reverse Stock Split, and cash paid to stockholders for potential fractional shares was insignificant.
The number of shares of common stock subject to outstanding options, restricted stock units, warrants and convertible securities
were also reduced by a factor of 15 as of January 27, 2016. All historical share and per share amounts reflected throughout this
prospectus have been adjusted to reflect the Reverse Stock Split. The authorized number of shares and the par value per share
of our common stock were not affected by the Reverse Stock Split.


 


Warrants


 


We
have issued and outstanding warrants to purchase an aggregate 481,335 shares of our common stock at an exercise price of $0.01
per share. The warrants expire on May 21, 2023. The exercise price of the warrants is subject to adjustment upon the occurrence
of certain events, such as a split or combination of our common stock or a reorganization or merger to which we are a party. Holders
of our outstanding warrants will receive one right in this offering for each of the shares of common stock into which each warrant
would otherwise be exercisable as set forth on the face of the warrants held by each holder.


 


Preferred
Stock 


 


Our
certificate of incorporation permits us to issue up to 5,000,000 shares of preferred stock in one or more series and with rights
and preferences that may be fixed or designated by our board of directors without any further action by our stockholders. On February
16, 2018, in connection with the adoption of the Rights Agreement, we filed a Certificate of Designation authorizing 500,000 shares
of Series A Junior Participating Preferred Stock. We currently have no shares of preferred stock outstanding.


 




    	 



     


    




 


Subject
to the limitations prescribed in our certificate of incorporation and under Delaware law, our certificate of incorporation authorizes
our board of directors, from time to time by resolution and without further stockholder action, to provide for the issuance of
shares of preferred stock, in one or more series, and to fix the designation, powers, preferences and other rights of the shares
and to fix the qualifications, limitations and restrictions thereof. Although our board of directors has no present intention
to issue any additional preferred stock, the issuance of preferred stock could adversely affect the rights of holders of our common
stock, including with respect to voting, dividends and liquidation, by issuing shares of preferred stock with certain voting,
conversion and/or redemption rights. Such issuance of preferred stock may have the effect of delaying, deferring or preventing
a change of control.


 


Anti-Takeover
Effects of Certain Provisions of Delaware Law and Our Charter Documents


 


The
following is a summary of certain provisions of Delaware law, our certificate of incorporation and our bylaws. This summary does
not purport to be complete and is qualified in its entirety by reference to the corporate law of Delaware and our certificate
of incorporation and bylaws.


 


Board
of Directors; Removal. Pursuant to our certificate of incorporation, the number of directors is fixed by our board of directors.
Our directors each serve one-year terms. Vacancies on our board of directors may be filled by a majority of the remaining members
of the board of directors, even if less than a quorum, and a director may only be removed from office by stockholders upon the
approval of holders of at least 66 2/3% of the outstanding shares entitled to vote at an election of directors.


 


Stockholder
Meetings; Bylaws. Our certificate of incorporation provides that any action taken by our stockholders must be effected at
an annual or special meeting of stockholders and may not be taken by written consent instead of a meeting. In addition, our certificate
of incorporation provides that a special meeting of stockholders may be called only by the board of directors or the holders of
at least 50% of the outstanding shares of capital stock. Our bylaws may be amended either by the board of directors or the holders
of at least 66 2/3% of the entitled to vote at an election of directors.


 


Rights
Agreement. On February 16, 2018, the Company entered into a Rights Agreement with American Stock Transfer & Trust, LLC,
as rights agent. In connection with the adoption of the Rights Agreement, each stockholder of the Company as of February 26, 2018
received one right for each outstanding share of common stock, which entitles the stockholder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock (the “Preferred Stock”) at an exercise
price of $1.00 per one one-thousandth of Preferred Stock. The Rights Agreement, as amended on November 2, 2018, effectively imposes
a significant penalty upon any person or group that acquires 4.9% or more of the shares of Common Stock without the approval of
the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult
or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the
Board.


 


Limitation
of Liability


 


As
permitted by the General Corporation Law of the State of Delaware, our certificate of incorporation provides that our directors
shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except
for liability:


 


	 	●	for
    any breach of the director’s duty of loyalty to us or our stockholders;
	 	●	for
    acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	 	●	under
    section 174 of the Delaware law, relating to unlawful payment of dividends or unlawful stock purchases or redemption of stock;
    and
	 	●	for
    any transaction from which the director derives an improper personal benefit.


 


As
a result of this provision, we and our stockholders may be unable to obtain monetary damages from a director for breach of his
or her duty of care.


 




    	 



     


    




 


Our
certificate of incorporation provides for the indemnification of our directors and officers to the fullest extent authorized by,
and subject to the conditions set forth in the Delaware law.


 


Delaware
Anti-Takeover Law


 


We
are subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for a period of three years
after the date of the transaction in which the person became an interested stockholder, unless:


 


	 	●	prior
    to the date of the transaction, the board of directors of the corporation approved either the business combination or the
    transaction which resulted in the stockholder becoming an interested stockholder;
	 	●	upon
    consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
    owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
    purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and
    (b) shares owned by 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 exchange offer; or
	 	●	on
    or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized
    at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of
    the outstanding voting stock which is not owned by the interested stockholder.


 


Section
203 defines a business combination to include:


 


	 	●	any
    merger or consolidation involving the corporation and the interested stockholder;
	 	●	any
    sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
	 	●	subject
    to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
    to the interested stockholder; and
	 	●	the
    receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
    provided by or through the corporation.


 


In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation or any entity or person affiliated with or controlling or controlled by the entity or person.