**EXHIBIT4.4**

** **

**Descriptionof the Company’s Securities Registered Pursuant to Section 12 of the Securities Act of 1934**

** **

*Weare a Florida corporation. The rights of our stockholders are governed by the Florida Business Corporation Act, or the FBCA, ouramended and restated articles of incorporation and our amended and restated bylaws. The following summary of the material terms,rights and preferences of our capital stock is not complete. You should read our amended and restated articles of incorporation,which we refer to as our charter, and our bylaws, for more complete information. You should read these documents, copies of whichare filed as exhibits to our annual report on Form 10-K.*

* *

**AuthorizedCapitalization**

 

Ourauthorized capital stock consists of:

 

** **

**CommonStock**

 

Asof June 30, 2020, we had 2,951,352 outstanding shares of common stock.

 

*VotingRights.* Each holder of our common stock is entitled to one vote per share on each matter submitted to a vote of stockholders.Our bylaws provide that the presence of holders of shares representing a majority of the voting power of our outstanding capitalstock entitled to vote at a stockholders’ meeting shall constitute a quorum. When a quorum is present, the affirmative voteof a majority of the votes cast is required to take action, unless otherwise specified by law, the NASDAQ listing rules or ourarticles of incorporation. There are no cumulative voting rights.

 

*Dividends.*Each holder of our common stock is entitled to such dividends as the board of directors may declare from time to time outof funds legally available therefor. Our ability to pay dividends depends upon the receipt of distributions from the Bank becausewe have no other source of income. The rights of common shareholders to receive dividends are subject to the preferential rightsof any preferred stock that we may issue in the future.

 

**PreferredStock**

 

Ourboard of directors is authorized, without further action of the stockholders, to issue from time to time shares of preferred stockin one or more series and with such relative rights, powers, preferences, and limitations as the board of directors may determineat the time of issuance. Such shares may be convertible into common stock and may be senior to the common stock in the paymentof dividends, liquidation, voting and other rights, preferences and privileges. The issuance of shares of preferred stock couldadversely affect the holders of common stock. For example, the issuance of preferred stock could be used in certain circumstancesto render more difficult or discourage a merger, tender offer, proxy contest or removal of incumbent management. Preferred stockmay be issued with voting and conversion rights that could adversely affect the voting power and other rights of the holders ofcommon stock.

 

**SeriesB Preferred**

** **

TheBoard has authorized a new class of preferred stock to be entitled “Series B Preferred Stock.” The Company will beauthorized to issue 100 shares of Series B Preferred. As of June 30, 2020, we had 100 outstanding shares of Series B preferredstock.

 

Rank.Except as otherwise expressly set forth in the Certificate of Designation for the Series B Preferred Stock, all Shares of theSeries B Preferred Stock rank senior to all Junior Securities, with respect to payment or distribution of assets upon liquidation,dissolution, or winding up of the Company, whether voluntary or involuntary. “Junior Securities” means, collectively,the Common Stock and any other class of securities that is specifically designated as junior to the Series B Preferred Stock.

 

 

 

ParticipatingDividends. Except in the case of liquidation, if the Company declares or pays a dividend or distribution on the Common Stock,the Company shall simultaneously declare and pay a dividend on the Series B Preferred Stock on a pro rata basis with the CommonStock determined on an as-converted basis assuming all Shares of Series B Preferred Stock had been converted immediately priorto the record date of the applicable dividend.

 

Liquidation.In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (a “Liquidation”),the holders of Shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Companyavailable for distribution to its stockholders, before any payment shall be made to the holders of Junior Securities by reasonof their ownership thereof, an amount per Share equal to the greater of (i) the Series B Original Issue Price of $25,0000, or(ii) such amount per Share as would have been payable had all shares of Series B Preferred Stock been converted into Common Stockimmediately prior to such Liquidation (the amount payable pursuant to this sentence is hereinafter referred to as the “SeriesB Liquidation Amount”).

 

Voting.Except as provided below and otherwise provided by law, the holders of the Series B Preferred Stock will have no voting rights.

 

SupermajorityVoting Rights—Amendments. The affirmative vote or consent of the holders of at least 66-2/3% of all of the Shares ofthe Series B Preferred Stock at the time outstanding, voting separately as a class (a “Supermajority Interest”), shallbe required to amend the provisions of the Articles of Incorporation so as to materially and adversely affect the rights, preferencesor privileges of the Series B Preferred Stock, taken as a whole.

 

SupermajorityVoting Rights—Priority. The affirmative vote or consent of a Supermajority Interest of the Series B Preferred Stockshall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or securityconvertible into or evidencing the right to purchase, any class or series of stock ranking senior to the shares of the SeriesB Preferred Stock with respect to payment of dividends or the distribution of assets upon any Liquidation of the Company.

 

Rightto Convert. Subject to the provisions of described below, at any time and from time to time on or after issuance, the Companyshall have the right to convert all or any portion of the outstanding Shares of Series B Preferred Stock into an aggregate numberof shares of Common Stock as is determined by (i) multiplying the number of Shares (including any fraction of a Share) to be convertedby the Series B Original Issue Price thereof, and then (ii) dividing the result by the Conversion Price in effect immediatelyprior to such conversion. The initial conversion price per Share (the “Conversion Price”) shall be $2.50 per Share,subject to certain adjustments. No fractional shares of Common Stock shall be issued upon conversion of the Series B PreferredStock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to suchfraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directorsof the Company.

 

Limitationson Conversion. The right of the Company to convert any of the Shares of the Series B Preferred Stock shall be subject to theprior fulfillment of the following conditions:

 

(a)Such conversion shall have been by approved by the holders of a majority of the outstanding Common Stock of the Company;and

 

(b)Such conversion shall not result in any holder of the Series B Preferred Stock and any Persons with whom the holder may beacting in concert, becoming Beneficial Owners of more than 9.9% of the outstanding shares of the Common Stock. For purposesof this subsection, the term “Beneficial Owner” shall have the meaning given to such term in SEC Rule13d-3.

 

Reservationof Stock. The Company shall at all times when any Shares of Series B Preferred Stock is outstanding reserve and keep availableout of its authorized but unissued shares of capital stock, solely for the purpose of issuance upon the conversion of the SeriesB Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.

 

 

 

Adjustmentto Conversion Price and Number of Conversion Shares. The Conversion Price and the number of Conversion Shares issuable onconversion of the Shares of Series B Preferred Stock shall be subject to customary adjustments upon dividend, subdivision, orcombination of common stock, and upon any reorganization, reclassification, consolidation or merger.

 

PreemptiveRights. The holders of shares of Series B Preferred Stock shall have no preemptive rights with respect to any shares of theCompany’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any suchcapital stock.

 

**Anti-TakeoverEffects of Certain Provisions of Florida Law**

 

Section607.0902 of the FBCA prohibits the voting of shares in a publicly-held Florida corporation that are acquired in a “controlshare acquisition” unless the holders of a majority of the corporation’s voting shares (exclusive of shares held byofficers of the corporation, inside directors or the acquiring party) approve the granting of voting rights as to the shares acquiredin the control share acquisition or unless the acquisition is approved by the corporation’s Board of Directors. A “controlshare acquisition” is defined as an acquisition that immediately thereafter entitles the acquiring party to vote in theelection of directors within each of the following ranges of voting power: (i) one-fifth or more but less than one-third of allvoting power; (ii) one-third or more but less than a majority of all voting power; and (iii) more than a majority of all votingpower.

 

Sections607.0901 of the FBCA contains an “affiliated transaction” provision that prohibits a publicly-held Florida corporationfrom engaging in a broad range of business combinations or other extraordinary corporate transactions with an “interestedshareholder” unless, among others: (i) the transaction is approved by a majority of disinterested directors before the personbecomes an interested shareholder; (ii) the interested shareholder has owned at least 80% of the corporation’s outstandingvoting shares for at least five years; or (iii) the transaction is approved by the holders of two-thirds of the corporation’svoting shares other than those owned by the interested shareholder. An interested shareholder is defined as a person who togetherwith affiliates and associates beneficially owns more than 10% of the corporation’s outstanding voting shares.

 

**Authorizedbut Unissued Shares**

 

TheFCBA provides that the authorized but unissued shares of common stock and preferred stock of a Florida corporation are availablefor future issuance without stockholder approval; however, such issuances by the Company are subject to various limitations imposedby the NASDAQ Capital Market. These additional shares may be utilized for a variety of corporate purposes, including future publicofferings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissuedshares of common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by meansof a proxy contest, tender offer, merger or otherwise.

 

**Electionand Removal of Directors**

 

Ourbylaws require a minimum of three directors with the number of directors at any time to be fixed by board resolution. Directorsare elected by a plurality of the votes cast at each annual meeting of our stockholders when a quorum is present. The FBCA providesthat stockholders may remove directors with or without cause by the affirmative vote of a majority of the votes cast at a meetingof stockholders called for the purpose of removing the director when a quorum is present.

 

**BoardMeetings**

 

Ourbylaws provide that the chairman of the board, president or the board of directors may call special meetings of the board of directors.

 

 

 

**SpecialShareholder Meetings**

 

Ourbylaws provide that a special meeting may be called by the chairman of the board, the president, or a majority of the board, andmust be called by the secretary upon a request in writing of stockholders owning at least ten percent of all our capital stockthen issued, outstanding and entitled to vote.

 

**Modificationof Rights of Common Shareholders**

 

Underthe FCBA, the rights of the holders of common shares authorized in a corporation such as the Company may be modified by a majorityvote of shares present at a shareholders’ meeting called for such purpose, except for most business combinations, includingmergers, consolidations and sales of substantially all of the assets of a corporation, which must be approved by the vote of theholders of at least a majority of the outstanding shares of common stock and any other affected class of stock of a Florida corporation.

 

**Indemnificationof Officers and Directors**

 

Underthe FBCA, a corporation may indemnify its directors and officers against liability if the director or officer acted in good faithand with a reasonable belief that his actions were in the best interests of the corporation, or at least not adverse to the corporation’sbest interests, and, in a criminal proceeding, if the individual had no reasonable cause to believe that the conduct in questionwas unlawful. Under the FBCA, a corporation may not indemnify an officer or director against liability in connection with a claimby or in the right of the corporation in which such officer or director was adjudged liable to the corporation or in connectionwith any other proceeding in which the officer or director was adjudged liable for receiving an improper personal benefit. However,a corporation may indemnify against the reasonable expenses associated with such proceeding. A corporation may not indemnify againstbreaches of the duty of loyalty. The FBCA provides for mandatory indemnification against all reasonable expenses incurred in thesuccessful defense of any claim made or threatened, regardless of whether such claim was by or in the right of the corporation,unless limited by the corporation’s articles of incorporation. A court may order indemnification if it determines that thedirector or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardlessof whether the director or officer met the good faith and reasonable belief standards of conduct set out in the statute. Unlessotherwise stated in the articles of incorporation, officers of the corporation are also entitled to the benefit of the above statutoryprovisions.

 

Consistentwith Florida law, our bylaws provide for the indemnification of our directors or officers to the fullest extent permitted by applicablelaw.

 

**TransferAgent and Registrar**

 

Thetransfer agent and registrar for our common stock is Continental Stock Transfer and Trust Company.

 

**Listing**

 

Ourcommon stock is listed on the NASDAQ Capital Market under the symbol “OPHC.”