Blueprint





 







Exhibit 4(vi)


 



DESCRIPTION OF SECURITIES


 


The
following description of our capital stock and provisions of our
amended and restated articles of incorporation (Articles of
Incorporation) and Amended and Restated Bylaws (Bylaws) are
summaries, are not intended to be complete and are qualified in
their entirety by reference such Articles of Incorporation and
Bylaws, copies of which have been filed with the SEC. This
description gives effect to the 2019 Reverse Split.


 



Common Stock

 





We are
authorized to issue up to 30,000,000 shares of common stock, par
value $0.001 per share. Each outstanding share of common stock
entitles the holder thereof to one vote per share on all matters.
Each outstanding share of common stock entitles the holder thereof
to one vote per share on all matters.

 



We
effected a 1-for-10 reverse split of our common stock and preferred
stock on July 11, 2019 (2019 Reverse Split). No fractional shares
were issued in connection with the 2019 Reverse Split. If, as a
result of the 2019 Reverse Split, a stockholder would otherwise
have been entitled to a fractional share, each fractional share was
rounded up. The 2019 Reverse Split resulted in a reduction of our
outstanding shares of common stock from 51,000,868 to 5,101,580. In
addition, it resulted in a reduction of our authorized shares of
common stock from 300,000,000 to 30,000,000, and a reduction of our
authorized shares of preferred stock from 5,000,000 to 500,000. In
connection with the 2019 Reverse Split, proportionate adjustments
have been made to the per share exercise price and the number of
shares issuable upon the exercise or conversion of all outstanding
options, warrants, convertible or exchangeable securities entitling
the holders to purchase, exchange for, or convert into, shares of
common stock. All references to shares of common stock and per
share data for all periods presented in this Annual Report on Form
10-K and the accompanying consolidated financial statements and
notes thereto contained have been adjusted to reflect the 2019
Reverse Split on a retroactive basis.

 


To the
extent that additional shares of our common stock are issued, the
relative interests of existing stockholders will be diluted. The
holders of shares of our common stock are entitled to dividends out
of funds legally available when and as declared by our Board of
Directors. In the event of our liquidation, dissolution or winding
up, holders of our common stock are entitled to receive, ratably,
the net assets available to stockholders after payment of all
creditors.


 



Voting Rights


 


Our
common stock is entitled to one vote for each share held of record
on all matters submitted to a vote of the stockholders, including
the election of directors, and does not have cumulative voting
rights.


 



Economic Rights


 


Except
as otherwise expressly provided in our Articles of Incorporation or
required by applicable law, all shares of common stock will have
the same rights and privileges and rank equally, share ratably, and
be identical in all respects for all matters, including those
described below.


 



Dividends


 


Subject
to preferences that may be applicable to any then-outstanding
preferred stock, the holders of common stock are entitled to
receive dividends, if any, as may be declared from time to time by
our Board of Directors out of legally available funds.


 



Liquidation Rights


 


In the
event of our liquidation, dissolution or winding-up, holders of our
common stock will be entitled to share ratably in the net assets
legally available for distribution to stockholders after the
payment of all of our debts and other liabilities, subject to the
satisfaction of any liquidation preference granted to the holders
of any outstanding shares of preferred stock.


 






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No Preemptive or Similar Rights


 


The
holders of our shares of common stock are not entitled to
preemptive rights, and are not subject to conversion, redemption or
sinking fund provisions. The rights, preferences and privileges of
the holders of our common stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any
series of our preferred stock that we may designate and issue in
the future.


 





Preferred Stock


 


We may
issue up to 500,000 shares of preferred stock, par value $0.001 per
share in one or more classes or series within a class pursuant to
our Articles of Incorporation. There are no shares of preferred
stock issued and outstanding. Preferred stock may be issued from
time to time by the Board of Directors as shares of one or more
classes or series. One of the effects of undesignated preferred
stock may be to enable the Board of Directors to render more
difficult or to discourage an attempt to obtain control of us by
means of a tender offer, proxy contest, merger or otherwise, and
thereby to protect the continuity of our management. The issuance
of shares of preferred stock pursuant to the Board of
Directors’ authority described above may adversely affect the
rights of holders of common stock. For example, preferred stock
issued by us may rank prior to the common stock as to dividend
rights, liquidation preference or both, may have full or limited
voting rights and may be convertible into shares of common stock.
Accordingly, the issuance of shares of preferred stock may
discourage bids for the common stock at a premium or may otherwise
adversely affect the market price of the common stock.


 



Removal of Directors by Stockholders


 


Our
Bylaws provide that subject to any limitations in our Articles of
Incorporation, directors may be removed by a vote not less than
two-thirds of the voting power of the issued and outstanding stock
entitled to vote thereon, at a special meeting of the stockholders
called for that purpose.


 



Vacancy on Board of Directors

 


Our
bylaws provide that any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of
Directors.


 






Nevada Laws


 


Sections
78.378 to 78.3793 of the Nevada Revised Statutes (NRS) (Acquisition
of Controlling Interest) provide generally that any person or
entity that acquires at least one-fifth of all the voting power in
the election of directors of a Nevada corporation, which has 200 or
more stockholders of record and does business in the State of
Nevada, may be denied voting rights with respect to the acquired
shares, unless a majority of the disinterested stockholders of the
corporation elects to restore such voting rights in whole or in
part.


 


Section
78.3785 of the NRS provides that a person or entity acquires
“control shares” whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring
its voting power within any of the following three
ranges:


 



●

One-fifth or more
but less than one-third;







●

One-third or more
but less than a majority; or







●

A majority or
more.






 


A
“control share acquisition” is generally defined as the
direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The
stockholders or board of directors of a corporation may elect to
exempt the stock of the corporation from the provisions of the
control share acquisition act through adoption of a provision to
that effect in the articles of incorporation or bylaws of the
corporation.


 



Transfer Agent And Registrar


 


The
transfer agent and registrar for our common stock is Issuer Direct
Corporation, 1981 Murray Holladay Rd Suite 100, Salt Lake City,
Utah 84117.


 







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