Exhibit 4.1


 


Description of Capital Stock of Medicine
Man Technologies, Inc. 


 


General


 


The following is a summary of information concerning the capital
stock of Medicine Man Technologies, Inc. (hereinafter referred to as the “Company”, “our” and “we”).
The summaries and descriptions below do not purport to be complete. It is subject to and qualified in its entirety by reference
to our Articles of Incorporation, as amended (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 of which
this Exhibit 4.1 is a part. We encourage you to read our Articles of Incorporation, our Bylaws and any applicable provisions of
relevant law, including the Nevada Revised Statutes and federal laws and regulations governing bank holding companies.


 


Common Stock


 


Authorized Shares. The Company is authorized to issue
up to 250,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”).


 


Dividends. Holders of shares of Common Stock are entitled
to receive dividends when, as and if declared by the Company’s Board of Directors (the “Board”) out of funds
legally available for that purpose, subject to the rights of holders of any class or series of preferred stock which may then be
outstanding.


 


Voting Rights. Each share of Common Stock is entitled
to one (1) vote on all matters submitted to a vote of the Company’s shareholders, including as to the election of directors
to the Board. Shareholders are prohibited from cumulating their votes in any election of directors of the Company.


 


Other Rights. In the event of any liquidation, dissolution,
or winding up of the Company, subject to eh rights of creditors and the holders of any outstanding shares of preferred stock having
a preference, holders of shares of Common Stock are entitled to ratable distribution of the remaining assets available for distribution
to shareholders. The shares of Common Stock are not subject to redemption by operation of a sinking fund or otherwise. Holders
of shares of Common Stock are not currently entitled to preemptive rights.


 


Fully Paid. The issued and outstanding shares of Common
Stock are fully paid and non-assessable. This means the full purchase price for the outstanding shares of Common Stock has been
paid and the holders of such shares will not be assessed any additional amounts for such shares. Any additional shares of Common
Stock that the Company may issue in the future will also be fully paid and non-assessable.


 


Listing and Ticker Symbol. The Common Stock is currently
listed on the OTCQX under the ticker symbol “MDCL.”


 


Preferred Stock


 


Authorized Shares. The Company is authorized to issue
up to 10,000,000 shares of preferred stock, par value $0.001 per shares (the “Preferred Stock”). There are no shares
of Preferred Stock currently outstanding.


 


Action by Written Consent. 


 


The Amended and Restated Bylaws (the “Bylaws”) provide
that holders holding a majority of the voting power of each class of capital stock of the Company, or, if different, the proportion
of voting power required to take such action at a meeting of stockholders.


 


 


 


 






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Certain Anti-Takeover Measures


 


The Bylaws contain provisions that may be deemed to have an
anti-takeover effect and may del, defer or prevent a change of control. These provisions include:


 


Staggered Board of Directors.
The Bylaws provide for a “staggered” or “classified” Board, whereby the directors of the Board are divided
into two classes - Class A Directors consisting of one-half of the members of the Board, and Class B Directors consisting of one-half
of the members of the Board. Each class shall be elected for two-year terms, in alternating years.


 


Change in the Number of Directors.
The Bylaws provide that approval by no less than four (4) members of the Board is required to change the total number of directors
comprising the Board.


 


Bankruptcy, Insolvency, Dissolution
or Liquidation. The Bylaws provide that approval by no less than four (4) members of the Board is required to commence
any bankruptcy or insolvency proceeding, or to dissolve or liquidate or agree to dissolve or liquidate the Company.


 


Transfer Agent


 


The Company’s Transfer Agent is Globex Transfer, LLC.


 




 


 


 


 


 


 






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