Exhibit
4.20


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of December 31, 2019, Barfresh Food Group, Inc.’s (“Barfresh,” the “Company,” “we,”
“our,” “us”) common stock, par value $0.000001 per share (“Common Stock”) was registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and quoted on OTCQB under the
symbol “BRFH”.


 


The
following is a summary of the material terms of our common stock. This summary does not purport to be exhaustive and is qualified
in its entirety by reference to our certificate of incorporation, as amended (“Certificate”) and our amended and restated
bylaws (“Bylaws”) and to the applicable provisions of Delaware law.


 


Authorized
Common Stock


 


Our
authorized shares of common stock consists of 295,000,000 shares of common stock, par value $0.000001 per share. As of December
31, 2019, 130,341,737 shares of our common stock were outstanding.


 


Common
Stock


 


Each
share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally
by our shareholders, other than any matter that (i) solely relates to the terms of any outstanding series of preferred stock or
the number of shares of that series and (ii) does not affect the number of authorized shares of preferred stock or the powers,
privileges and rights pertaining to the common stock. No share of our common stock affords any cumulative voting rights. This
means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors
to be elected if they choose to do so. Holders of our common stock will be entitled to dividends in such amounts and at such times
as our board of directors in its discretion may declare out of funds legally available for the payment of dividends. We currently
intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business
and do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid
at the discretion of our board of directors after taking into account various factors, including:


 


	 	●	general
    business conditions;
	 	 	 
	 	●	industry
    practice;
	 	 	 
	 	●	our
    financial condition and performance;
	 	 	 
	 	●	our
    future prospects;
	 	 	 
	 	●	our
    cash needs and capital investment plans;
	 	 	 
	 	●	our
    obligations to holders of any preferred stock we may issue;
	 	 	 
	 	●	income
    tax consequences; and
	 	 	 
	 	●	the
    restrictions Delaware and other applicable laws and our credit arrangements then impose.


 


If
we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available
for distribution to our shareholders after our creditors are paid in full and the holders of all series of our outstanding preferred
stock, if any, receive their liquidation preferences in full.


 


Our
common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase
fund.


 






    	 



    	 



    

 


Anti-Takeover
Effects of Certain Provisions of Delaware Law and Our Certificate and Bylaws


 


We
are subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”), an anti-takeover
law. Subject to certain exceptions, the statute prohibits a publicly held 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 such date, 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 those shares owned (1) by persons who are directors and also officers
    and (2) 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 after such date, 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 that is not owned by the interested stockholder.


 


For
purposes of Section 203, a “business combination” includes a merger, asset sale or other transaction resulting in
a financial benefit to the interested stockholder, and an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within three years prior to the date of determination whether the person is an “Interested
Stockholder” did own, 15% or more of the corporation’s voting stock.


 


In
addition, our authorized but unissued shares of common stock are available for our board to issue without stockholder approval.
We may use these additional shares for a variety of corporate purposes, including future public or private offerings to raise
additional capital, corporate acquisitions and employee benefit plans. The existence of our authorized but unissued shares of
common stock could render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest,
tender offer, merger or other transaction. Our authorized but unissued shares may be used to delay, defer or prevent a tender
offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in
a premium over the market price for the shares held by our stockholders.


 


The
Company’s directors and executive officers are indemnified as provided by the Delaware General Corporation Law and the Company’s
Certificate. These provisions state that the Company’s directors may cause the Company to indemnify a director or former
director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually
and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid
to settle an action or satisfy a judgment. Such indemnification is at the discretion of the Company’s board of directors
and is subject to the SEC’s policy regarding indemnification.


 


Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.


 


In
the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a
director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.


 


Transfer
Agent and Registrar


 


Our
transfer agent, Action Stock Transfer, is located at 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, Utah 84121, and its telephone
number is (801) 274-1088.