Exhibit 4.2


 


DESCRIPTION OF SECURITIES


 


The following is a description
of the material provisions of our capital stock, as well as other material terms of our Amended and Restated Articles of Incorporation
and Amended and Restated Bylaws. We refer you to our Amended and Restated Articles of Incorporation, as amended, and Amended and Restated
Bylaws, copies of which have been filed as exhibits to this report.


 


Common Stock


 


We are authorized, subject
to limitations prescribed by Nevada law, to issue up to 1,000,000,000 shares of common stock with a nominal par value of $0.001.


 


Dividend Rights


 


Subject to preferences that
may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to
receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only
then at the times and in the amounts that our board of directors may determine.


 


Voting Rights


 


Each holder of common stock
is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.  Under our articles
of incorporation, stockholders do not have the right to cumulate votes for the election of directors.


 


No Preemptive or Similar Rights


 


Our common stock is not entitled
to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.


 


Right to Receive Liquidation Distributions


 


Upon our dissolution, liquidation
or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common
stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences,
if any, on any outstanding shares of preferred stock.


 


Preferred Stock


 


We are authorized to
issue up to 30,000,000 shares of preferred stock with a nominal par value of $0.001. We may amend our Amended Articles of
Incorporation in the future to allow our board of directors to authorize the issuance of preferred stock with voting or conversion
rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things,
have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of
our common stock and the voting and other rights of the holders of common stock. We have no current plan to issue any shares of
preferred stock.


 


 


 






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Series A Convertible Preferred
Stock


 


We designated 10,000,000
shares of our preferred stock, par value $0.001 per share, as “Series A Convertible Preferred Stock.” The powers, designations,
preferences and rights of the Series A Convertible Preferred Stock is summarized below.


 


Rank


 


The Series A Convertible Preferred
Stock ranks, with respect to dividend rights and right upon liquidation, dissolution or winding up of the Company, senior in preference
and priority to the common stock of the Company and each other class of series equity security the terms of which do not expressly provide
that it ranks senior in preference or priority to or on parity, without preference or priority, with the Series A Convertible Preferred
Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company.


 


Dividends


 


Each
holder of the Series A Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board, out of funds legally
available for the payment of dividends for each share of Series A Convertible Preferred Stock the greater of, with respect to each dividend
period:


 


(a) dividends
at a rate per annum to 3.5% plus all accrued and unpaid dividends that are payable on such share of Series A Preferred Stock, in
each case as adjusted for any stock dividends, splits, combinations, and similar events (the “Regular Dividends”);
or 


 


(b) participating
dividends of the same type as dividends or other distributions, whether cash, in-kind or other property payable or to be made on
outstanding shares of Common Stock equal to the amount of such dividends or other distributions as would be made on the largest
number of shares of Common Stock into which such shares of Series A Preferred Stock could be converted on the date of payment of
such dividends.


 


Regular Dividends will accrue and cumulate
from the date of issuance and are payable quarterly in arrears on the last day of each March, June, September, and December. The amount
of Regular Dividends payable for each full quarterly dividend period will be computed by dividing the annual rate by four.


 


Liquidation
Preference


 


Upon
any voluntary or involuntary liquidation, dissolution, or winding up ok the Company, each share of Series A Convertible Preferred Stock
entitles the holder thereof to receive and to be paid out of the assets of the Company available for distribution, before any distribution
or repayment may be made to a holder of Common Stock.


 


Neither
of (i) the sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities, or other consideration) of all or substantially
all of the property or assets of the Company, (ii) the consolidation or merger of the Company with or into one or more persons, nor (iii)
a change in control shall be deemed to be a liquidation, dissolution or winding-up of the corporation. 


 


 


 






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Voting
Rights 


 


Subject
to provisions for equitable adjustment, each share of Series A Convertible Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the stockholders of the Corporation. The holders of shares of Series A Convertible Preferred Stock
and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. 


 


Conversion 


 


Each holder of Series A Convertible
Preferred Stock is entitled to convert, at any time and from time to time, at the option and election of such holder, ant or all share
of outstanding Series A Convertible Preferred Stock into a number of duly authorized, validly issued, fully paid and nonassessable shares
of Common Stock at the conversation rate of one (1) share of Series A Convertible Preferred Stock shall be convertible into one hundred
(100) shares of Common Stock (“Conversion Rate”).


 


On
and after the first anniversary of the Original Issue Date, at the Company’s option and election, in whole but not in part, each
share of Series A Convertible Preferred Stock may be converted automatically into a number of duly authorized, validly issued, fully paid
and nonassessable shares of Common Stock at the Conversion Rate. 


 


Options


 


As of the date of this Report,
we had no outstanding options to purchase shares of our common stock.


 


Transfer Agent and Registrar


 


Our transfer agent is Empire
Stock Transfer, Inc. located 1859 Whitney Mesa Drive, Henderson, Nevada 89014, telephone number is (702) 818-5898.


 


Anti-takeover Provisions


 


Some of the provisions of
Nevada law, our Amended and Restated Articles of Incorporation and our Bylaws may have the effect of delaying, deferring or discouraging
another person from acquiring control of our company or removing our incumbent officers and directors. These provisions, summarized below,
are expected to discourage certain types of coercive takeover practices and inadequate takeover bids.  These provisions are
also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.  We believe that
the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages
of discouraging such proposals. Among other things, negotiation of such proposals could result in an improvement of their terms.


 


Our Amended Articles of Incorporation or Bylaws
provide that:


 


	 	·	our stockholders may not cumulate votes in the election of directors; 
	 	·	we will indemnify directors and officers against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures; and
	 	·	our board of directors to designate the terms of, and issue a new series of preferred stock with, voting or other rights without stockholder approval.


 


These provisions of our Amended
Articles of Incorporation and Bylaws may have the effect of delaying, deferring or discouraging another person or entity from acquiring
control of us.


 


 


 






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NRS Sections 78.411 to 78.444
inclusive apply to combinations between resident domestic corporations (defined as a Nevada domestic corporation that has 200 or more
stockholders of record) and certain affiliated stockholders (collectively, the “Interested Shareholder Combination Statutes”).
The amendment to our Articles of Incorporation to elect not to be governed by the Interested Shareholder Combination Statutes will not
have any immediate effect on the rights of existing stockholders. To the extent that we qualify as a resident domestic corporation in
the future, the Board will be able to enter into acquisitions and combinations with entities affiliated with its executive officer, directors
and control shareholders with greater ease, including without limitation, without the requirement of obtaining the approval of the stockholders
in certain instances.


 


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 from engaging in various “combination” transactions with any interested stockholder for a period
of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved
by the board of directors prior to the date the interested stockholder obtained such status; and extends beyond the expiration of the
three-year period, unless:


 


	 	·	the transaction was approved by the board of directors prior to the person becoming an interested stockholder or is later approved by a majority of the voting power held by disinterested stockholders, or
	 	·	if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) 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, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.


 


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


 


In general, an “interested
stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation’s
voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts 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.


 


Because we have less than
200 shareholders of record, these “business combination” provisions do not currently apply to us. Our Amended and Restated
Articles of Incorporation state that we have elected not to be governed by the “business combination” provisions.


 


 


 


 






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Control Share Acquisitions


 


The “control share”
provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations,” which are Nevada corporations
with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly
or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target
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: one-fifth or more but less than one-third, one-third but less than
a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds,
those shares in an offer or acquisition and 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.


 


The effect of the Nevada control
share statutes 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 disinterested stockholders at an annual or special meeting. The Nevada control
share law, if applicable, could have the effect of discouraging takeovers of our company.


 


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 are currently governed by the “control share”
provisions.


 


 


 


 


 


 


 


 


 


 


 






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