Exhibit
4.3


 


DESCRIPTION OF SECURITIES REGISTERED
UNDER SECTION 12 OF THE EXCHANGE ACT


 


We have authorized capital stock consisting
of 24,500,000 common shares, $0.001 par value, and 10,000,000 of all series of preferred stock, $0.001 par value.


 


Common Stock


 


As of December 31, 2019, there were 13,285,180
shares of our common stock outstanding, which were held by an estimated 1,100 record owners. Holders of common stock are entitled
to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election
of directors then standing for election. The common stock is not entitled to pre-emptive rights and is not subject to conversion
or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders
are distributable ratably among the holders of the common stock, after payment of claims of creditors.


 


No preferred shares were issued and outstanding
as of December 31, 2019.


 


Anti-takeover Effects of Our Articles of Incorporation and
By-laws


 


Our articles of incorporation and bylaws
contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring
control of our company or changing our board of directors and management. The holders of our common stock do not have cumulative
voting rights in the election of our directors, which makes it more difficult for minority stockholders to be represented on the
board. Our articles of incorporation allow our board of directors to issue additional shares of our common stock and new series
of preferred stock without further approval of our stockholders. The existence of authorized but unissued shares of common stock
and preferred could render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest,
tender offer, merger, or otherwise.


 


Anti-takeover Effects of Nevada Law


 


Business Combinations


 


The “business combination”
provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation
with at least 200 stockholders of record, a “resident domestic corporation,” from engaging in various “combination”
transactions with any “interested stockholder” unless certain conditions are met or the corporation has elected in
its articles of incorporation to not be subject to these provisions. We have not elected to opt out of these provisions and if
we meet the definition of resident domestic corporation, now or in the future, our company will be subject to these provisions.


 


A “combination” is generally
defined to include (a) a merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic
corporation with the interested stockholder or affiliate or associate of the interested stockholder; (b) any sale, lease, exchange,
mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, by the resident domestic corporation
or any subsidiary of the resident domestic corporation to or with the interested stockholder or affiliate or associate of the interested
stockholder having: (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the resident
domestic corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares
of the resident domestic corporation, or (iii) 10% or more of the earning power or net income of the resident domestic corporation;
(c) the issuance or transfer in one transaction or series of transactions of shares of the resident domestic corporation or any
subsidiary of the resident domestic corporation having an aggregate market value equal to 5% or more of the resident domestic corporation
to the interested stockholder or affiliate or associate of the interested stockholder; and (d) certain other transactions with
an interested stockholder or affiliate or associate of the interested stockholder.


 


 


 






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An “interested stockholder”
is generally defined as a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more
of a corporation’s voting stock. An “affiliate” of the interested stockholder is any person that directly or
indirectly through one or more intermediaries is controlled by or is under common control with the interested stockholder. An “associate”
of an interested stockholder is any (a) corporation or organization of which the interested stockholder is an officer or partner
or is directly or indirectly the beneficial owner of 10% or more of any class of voting shares of such corporation or organization;
(b) trust or other estate in which the interested stockholder has a substantial beneficial interest or as to which the interested
stockholder serves as trustee or in a similar fiduciary capacity; or (c) relative or spouse of the interested stockholder, or any
relative of the spouse of the interested stockholder, who has the same home as the interested stockholder.


 


If applicable, the prohibition is
for a period of two years after the date of the transaction in which the person became an interested stockholder, unless such transaction
is approved by the board of directors prior to the date the interested stockholder obtained such status; or the combination is
approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders
representing at least 60% of the outstanding voting power held by disinterested stockholders; and extends beyond the expiration
of the two-year period, unless (a) the combination was approved by the board of directors prior to the person becoming an interested
stockholder; (b) the transaction by which the person first became an interested stockholder was approved by the board of directors
before the person became an interested stockholder; (c) the transaction is approved by the affirmative vote of a majority of the
voting power held by disinterested stockholders at a meeting called for that purpose no earlier than two years after the date the
person first became an interested stockholder; or (d) if the consideration to be paid to all stockholders other than the interested
stockholder is, generally, at least equal to the highest of: (i) the highest price per share paid by the interested stockholder
within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it
became an interested stockholder, whichever is higher, plus compounded interest and less dividends paid, (ii) the market value
per share of common shares on the date of announcement of the combination and the date the interested stockholder acquired the
shares, whichever is higher, plus compounded interest and less dividends paid, or (iii) for holders of preferred stock, the highest
liquidation value of the preferred stock, plus accrued dividends, if not included in the liquidation value. With respect to (i)
and (ii) above, the interest is compounded at the rate for one-year United States Treasury obligations from time to time in effect.


 


Applicability of the Nevada business combination
statute would discourage parties interested in taking control of our company if they cannot obtain the approval of our board of
directors. These provisions could prohibit or delay a merger or other takeover or change in control attempt and, accordingly, may
discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their
stock at a price above the prevailing market price.


 


Control Share Acquisitions


 


The “control share” provisions
of Sections 78.378 to 78.3793, inclusive, of the NRS, apply to “issuing corporations” that are Nevada corporations
with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and that conduct
business directly or indirectly in Nevada, unless the corporation has elected to not be subject to these provisions.


 


The control share statute prohibits an
acquirer of shares of an issuing corporation, under certain circumstances, from voting its shares of a corporation’s stock
after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s
disinterested stockholders. The statute specifies three thresholds: (a) one-fifth or more but less than one-third, (b) one-third
but less than a majority, and (c) a majority or more, of the outstanding voting power. Generally, once a person acquires shares
in excess of any of the thresholds, those shares and any additional shares acquired within 90 days thereof become “control
shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These
provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority
or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares
are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’
rights.


 


A corporation may elect to not be governed
by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws,
provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired
a controlling interest, that is, crossing any of the three thresholds described above. We have not opted out of these provisions
and will be subject to the control share provisions of the NRS if we meet the definition of an issuing corporation upon an acquiring
person acquiring a controlling interest unless we later opt out of these provisions and the opt out is in effect on the 10th
day following such occurrence.


 


The effect of the Nevada control share
statute is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights
in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control
share law, if applicable, could have the effect of discouraging takeovers of our company.


 


 


 






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