Exhibit 4.1


 


DESCRIPTION OF THE COMPANY’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


Authorized Capitalization


 


As of March 31, 2021, the total amount of the authorized capital stock
of PLBY Group, Inc. (the “Corporation”) consists of 150,000,000 shares of common stock, par value $0.0001 per share (the “Common
Stock”), and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).


 


The following summary describes the material provisions of our capital
stock. Because it is only a summary, it may not contain all information that is important to an investor in our securities. Defined terms
used and not defined herein shall have the meaning ascribed to such terms in our Annual Report on Form 10-K.


 


Common Stock


 


Ranking


 


The voting, dividend and liquidation rights of the holders of the Common
Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board
of Directors of the Corporation (the “Board”) upon any issuance of the Preferred Stock of any series.


 


Voting


 


Except as otherwise required by law or the Second Amended and Restated
Certificate of Incorporation (as the same may be amended and/or restated from time to time, including the terms of any Preferred Stock
Designation (as defined below), the “Certificate of Incorporation”), each holder of record of Common Stock, as such, shall
have one vote for each share of Common Stock which is outstanding in his, her or its name on the books of the Corporation on all matters
on which stockholders are entitled to vote generally. Except as otherwise required by law or the Certificate of Incorporation (including
any Preferred Stock Designation), the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election
of directors and for all other purposes. Notwithstanding any other provision of the Certificate of Incorporation to the contrary, the
holders of Common Stock shall not be entitled to vote on any amendment to the Certificate of Incorporation (including any Preferred Stock
Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series
are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to
the Certificate of Incorporation (including any Preferred Stock Designation) or the Delaware General Corporation Law (“DGCL”).


 


The holders of shares of Common Stock do not have cumulative voting
rights.


 


Dividends


 


Subject to the rights of the holders of Preferred Stock, holders of
shares of Common Stock shall be entitled to receive such dividends and distributions and other distributions in cash, stock or property
of the Corporation when, as and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available
therefor.


 






     


     


    

 


Liquidation, Dissolution and Winding Up


 


Subject to the rights of the holders of Preferred Stock, shares of
Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution in the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary. A liquidation, dissolution or winding up
of the affairs of the Corporation, as such terms are used in Section B(4) of the Certificate of Incorporation, shall not be deemed to
be occasioned by or to include any consolidation or merger of the Corporation with or into any other person or a sale, lease, exchange
or conveyance of all or a part of its assets.


 


No Preemptive, Conversion or Redemption Rights


 


The holders of shares of Common Stock have no preemptive rights and
no right to convert their Common Stock into other securities. There are no redemption or sinking fund provisions applicable to the Common
Stock under the Corporation’s existing Certificate of Incorporation or its Bylaws (the “Bylaws”).


 


Preferred Stock


 


Issuance of Preferred Stock


 


Shares of Preferred Stock may be issued from time to time in one or
more series. The Board is hereby authorized to provide by resolution or resolutions from time to time for the issuance, out of the unissued
shares of Preferred Stock, of one or more series of Preferred Stock, without stockholder approval, by filing a certificate pursuant to
the applicable law of the State of Delaware (a “Preferred Stock Designation”), setting forth such resolution and, with respect
to each such series, establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or
no voting power of the shares of such series, and the designation, preferences and relative, participating, optional or other special
rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. The powers, designation,
preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications,
limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The authority
of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following:


 


		1.	the designation of the series, which may be by distinguishing number, letter or title;



 


		2.	the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock
Designation) increase or decrease (but not below the number of shares thereof then outstanding);



 


		3.	the amounts or rates at which dividends will be payable on, and the preferences, if any, of, shares of the series in respect of dividends,
and whether such dividends, if any, shall be cumulative or noncumulative;



 


		4.	the dates on which dividends, if any, shall be payable;



 


		5.	the redemption rights and price or prices, if any, for shares of the series;



 


		6.	the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series;



 






     


     


    

 


		7.	the amounts payable on, and the preferences, if any, of, shares of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation;



 


		8.	whether the shares of the series shall be convertible into or exchangeable for, shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security,
the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be
convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;



 


		9.	restrictions on the issuance of shares of the same series or any other class or series;



 


		10.	the voting rights, if any, of the holders of shares of the series generally or upon specified events; and



 


		11.	any other powers, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and
any qualifications, limitations or restrictions of such shares, all as may be determined from time to time by the Board and stated in
the Preferred Stock Designation for such Preferred Stock.



 


Without limiting the generality of the foregoing, the Preferred Stock
Designation of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other
series of Preferred Stock to the extent permitted by law.


 


Registration Rights


 


Certain of our stockholders or their permitted
transferees, are entitled to rights with respect to the registration of certain shares of Common Stock held by them under the Securities
Act of 1933, as amended (the “Securities Act”). These rights are provided under the terms of a registration rights agreement
between us and such stockholders (the “Registration Rights Agreement”) and include demand registration rights and piggyback
registration rights. The Registration Rights Agreement also provides that we will pay certain expenses of these holders relating to such
registrations and indemnify them against certain liabilities which may arise under the Securities Act.


 


Anti-Takeover Effects of Delaware Law and the Certificate of Incorporation
and Bylaws


 


The Corporation has expressly opted out of Section 203 of the DGCL.
However, the Certificate of Incorporation contains similar provisions providing that the Corporation may not engage in certain “business
combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became
an interested stockholder, unless:


 


		•	prior to such time, the Board 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 voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned
by (a) persons who are directors and also officers and (b) 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



 






     


     


    

 


		•	at or subsequent to such time, 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 of the
Corporation which is not owned by the interested stockholder.



 


Generally, a “business combination” includes a merger,
asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions,
an “interested stockholder” is a person who, together with that person’s affiliates, owns or within the previous three
years owned, 15% or more of the Corporation’s voting stock.


 


Under certain circumstances, this provision will make it more difficult
for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year
period. This provision may encourage companies interested in acquiring the Corporation to negotiate in advance with the Corporation’s
Board because the Corporation’s stockholder approval requirement would be avoided if the Corporation’s Board approves either
the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also
may have the effect of preventing changes in the Corporation’s Board and may make it more difficult to accomplish transactions which
stockholders may otherwise deem to be in their best interests.


 


The Certificate of Incorporation provides that RT-ICON Holdings LLC
(“RT-ICON”) and its affiliates, any of its respective direct or indirect transferees of at least 15% of the outstanding shares
of the Corporation’s Common Stock, and any group as to which such persons are a part, do not constitute “interested stockholders”
for purposes of this provision.


 


In addition, the Certificate of Incorporation does not provide for
cumulative voting in the election of directors. The Corporation’s Board is empowered to elect a director to fill a vacancy created
by the expansion of the Board or the resignation, death or removal of a director in certain circumstances.


 


Authorized shares of Common Stock and Preferred Stock are available
for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings
to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock
and Preferred Stock could render more difficult or discourage an attempt to obtain control of the Corporation by means of proxy contest,
tender offer, merger or otherwise.


 


Special Meeting, Action by Written Consent and Advance Notice Requirements
for Stockholder Proposals


 


Except as otherwise required by law, the Certificate of Incorporation
or the Bylaws, written or printed notice of the meeting of the stockholders stating the place, day and hour of the meeting and, in case
of a special meeting, stating the purpose or purposes for which the meeting is called, and in case of a meeting held by remote communication
stating such means, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally, or by
mail, or if prior consent has been received by a stockholder by electronic transmission, by or at the direction of the Chairman or the
President, the Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting. Without
limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic
transmission consented to (in a manner consistent with the DGCL) by the stockholder to whom the notice is given. If notice is given by
mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such
stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice
shall be deemed given at the time specified in Section 232 of the DGCL.


 






     


     


    

 


The Bylaws also provide that unless otherwise restricted by the Certificate
of Incorporation or the Bylaws, any action required or permitted to be taken at any meeting of our Board or of any committee thereof may
be taken without a meeting, if all members of our Board or of such committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of our
Board or committee.


 


In addition, the Bylaws require advance notice procedures for stockholder
proposals to be brought before an annual meeting of the stockholders, including the nomination of directors. Stockholders at an annual
meeting may only consider the proposals specified in the notice of meeting or brought before the meeting by or at the direction of the
board of directors, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has
delivered a timely written notice in proper form to our secretary, of the stockholder’s intention to bring such business before
the meeting.


 


These provisions could have the effect of delaying until the next stockholder
meeting any stockholder actions, even if they are favored by the holders of a majority of our outstanding voting securities.


 


Amendment to the Certificate of Incorporation
and Bylaws 


 


Our Certificate of Incorporation provides that so long as RT-ICON and
its affiliates own, in the aggregate, at least 50% in voting power of the Common Stock, any amendment, alteration, change, addition, or
repeal of the Certificate of Incorporation requires an affirmative vote of a majority of the then-outstanding shares of Common Stock entitled
to vote thereon. At any time when RT-ICON and its affiliates beneficially own, in the aggregate, less than 50% of our outstanding common
stock, our Certificate of Incorporation requires the affirmative vote by the holders of at least 66 2/3% of our outstanding Common Stock
for any amendment, alteration, change, addition, or repeal of our Certificate of Incorporation; provided that, irrespective of RT-ICON
ownership, the affirmative vote of holders of at least 66 2/3% of our outstanding Common Stock is required to amend certain provisions
of our Certificate of Incorporation, including those provisions changing the size of the board of directors, the removal of certain directors,
the availability of action by majority written consent of the stockholders or the restriction on business combinations with interest stockholders,
among others.


 


The provisions of the DGCL, our Certificate of Incorporation and Bylaws
could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary
fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions
may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to
accomplish transactions that stockholders may otherwise deem to be in their best interests.


 


Exclusive Forum


 


The Certificate of Incorporation provides that, unless we consent in
writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, with certain limited exceptions,
be the sole and exclusive forum for any stockholder (including any beneficial owner) to bring (a) any derivative action or proceeding
brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or
other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against
the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or the charter or bylaws, or (d) any
action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine. Subject
to the provisions in the preceding sentence, the federal district courts of the United States of America shall be the exclusive forum
for the resolution of any complaint, claim or proceeding asserting a cause of action arising under the Securities Exchange Act of 1934,
as amended, or the Securities Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing
or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum
provisions in the Certificate of Incorporation.


 






     


     


    

 


Limitations on Liability and Indemnification of Officers and Directors


 


The DGCL authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties,
subject to certain exceptions. Our Certificate of Incorporation includes a provision that, to the fullest extent permitted by the DGCL,
eliminates the personal liability of directors to us or our stockholders for monetary damages for any breach of fiduciary duty as a director.
The effect of these provisions will be to eliminate the rights of us and our stockholders, through stockholders’ derivative suits
on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from
grossly negligent behavior. However, exculpation will not apply to any director if the director has acted in bad faith, knowingly or intentionally
violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.


 


Further, our amended and restated certificate of incorporation and
our Bylaws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL.
We also are expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors,
officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are
useful to attract and retain qualified directors and officers.


 


The limitation of liability, indemnification and advancement provisions
in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers,
even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification
provisions.


 


There is currently no pending material litigation or proceeding involving
any of our directors, officers or employees for which indemnification is sought.


 


Listing of Securities


 


Our Common Stock is listed on The Nasdaq Global Market under the symbol
 “PLBY”.


 


Transfer Agent


 


The transfer agent for the Common Stock is Continental Stock Transfer
 & Trust Company.