Exhibit 4.1


 


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


 


 


COMSovereign Holding Corp.
(the “Company”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”): (i) our common stock and (ii) our 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock
and (iii) our publicly-traded warrants (the “Warrants”).


 


DESCRIPTION OF CAPITAL STOCK


 


The following description of our common stock
and Series A Preferred Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference
to the complete text of our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), including
the Certificate of Designations relating to our Series A Preferred Stock (the “Certificate of Designations”), and our Amended
and Restated Bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form
10-K of which this Exhibit 4.1 is a part. We encourage you to read our Certificate of Incorporation, the Certificate of Designations,
our Bylaws and the applicable provisions of the Nevada Revised Statutes (“NRS”) for additional information.


 


Our authorized capital stock consists of 300,000,000
shares of common stock, par value $0.0001 per share (our “common stock”), and 100,000,000 shares of preferred stock, par value
$0.0001 per share, of which 600,000 shares have been designated as 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock
(our “Series A Preferred Stock”).


 


As of March 31, 2022, 83,770,939 shares of common
stock and 320,000 shares of Series A Preferred Stock were issued and outstanding.


 


Common Stock


 


General


 


The following summary of certain provisions of
our common stock does not purport to be complete. This description is summarized from, and is qualified in its entirety by reference to,
our amended and restated articles of incorporation and our amended and restated bylaws, to which you should refer and both of which are
incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. The summary below is also
qualified by provisions of applicable law, including Chapters 78 and 92A of the Nevada Revised Statutes (the “NRS”), as applicable
to corporations.


 


Voting, Dividend and Other Rights. Each
outstanding share of common stock entitles the holder to one vote on all matters presented to the shareholders for a vote. Holders of
shares of common stock have no cumulative voting, pre-emptive, subscription or conversion rights. All shares of common stock to be issued
pursuant to this registration statement will be duly authorized, fully paid and non-assessable. Our board of directors determines if and
when distributions may be paid out of legally available funds to the holders. To date, we have not declared any dividends with respect
to our common stock. Our declaration of any cash dividends in the future will depend on our board of directors’ determination as
to whether, in light of our earnings, financial position, cash requirements and other relevant factors existing at the time, it appears
advisable to do so. We do not anticipate paying cash dividends on the common stock in the foreseeable future.


 


Rights Upon Liquidation. Upon
liquidation, subject to the right of any holders of the preferred stock to receive preferential distributions, each outstanding share
of common stock may participate pro rata in the assets remaining after payment of, or adequate provision for, all our known debts and
liabilities.


 






     


     

    

 


Majority Voting. The
holders of a majority of the outstanding shares of common stock constitute a quorum at any meeting of the shareholders. A plurality of
the votes cast at a meeting of shareholders elects our directors. The common stock does not have cumulative voting rights. Therefore,
the holders of a majority of the outstanding shares of common stock can elect all of our directors. In general, a majority of the votes
cast at a meeting of shareholders must authorize shareholder actions other than the election of directors. Most amendments to our articles
of incorporation require the vote of the holders of a majority of all outstanding voting shares.


 


All issued and outstanding shares of common stock
are fully paid and nonassessable. Shares of our common stock that may be offered, from time to time, under this prospectus will be fully
paid and nonassessable.


 


Transfer Agent and Registrar


 


The transfer agent and registrar for our common
stock is ClearTrust, LLC. ClearTrust, LLC’s address is 16540 Pointe Village Drive, Suite 210, Lutz, FL 33558 and its telephone
number is (813) 235-4490.


 


Stock Exchange Listing


 


Our common stock is listed for quotation on the
Nasdaq Capital Market under the symbol “COMS.”


 


Anti-Takeover Effects of Certain Provisions of Our Articles of
Incorporation, as Amended, and Our Bylaws


 


Provisions of our articles of incorporation, as
amended, and our bylaws could make it more difficult to acquire us by means of a merger, tender offer, proxy contest, open market purchases,
removal of incumbent directors and otherwise. These provisions, which are summarized below, are expected to discourage types of coercive
takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us.
We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation
of these proposals could result in an improvement of their terms.


 


Calling of Special Meetings of Stockholders. Our
bylaws provide that special meetings of the stockholders may be called only by the chief executive officer, if any, or the president or
the board of directors.


 


Removal of Directors; Vacancies. Our
bylaws provide that a director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote
of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intention
to act upon such matter shall have been given in the notice calling such meeting.


 


Amendment of Bylaws. The
bylaws provide that the bylaws may be altered, amended or repealed at any meeting of the board of directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting.


 


Preferred Stock. Our
articles of incorporation, as amended, authorize the issuance of up to 100,000,000 shares of preferred stock with such rights and preferences
as may be determined from time to time by our board of directors in their sole discretion. Our board of directors may, without stockholder
approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect
the voting power or other rights of the holders of our common stock.


 






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Series A Preferred Stock


 


Ranking


 


The Series A Preferred Stock will rank, with
respect to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of our affairs:


 


		●	senior to all classes or series of our common stock and to
any other class or series of our capital stock expressly designated as ranking junior to the Series A Preferred Stock;




 


		●	on parity with any class or series of our capital stock expressly
designated as ranking on parity with the Series A Preferred Stock, none of which exists on the date hereof; and



 



		●	junior to any other class or series of our capital stock expressly
designated as ranking senior to the Series A Preferred Stock, none of which exists on the date hereof.



 


The term “capital stock” does not include
convertible or exchangeable debt securities, which, prior to conversion or exchange, will rank senior in right of payment to the Series A
Preferred Stock. The Series A Preferred Stock will also rank junior in right of payment to our other existing and future debt obligations.


 


Dividends


 


Subject to the preferential rights of the holders
of any class or series of our capital stock ranking senior to the Series A Preferred Stock with respect to distribution rights, holders
of shares of the Series A Preferred Stock will be entitled to receive, when, as and if authorized by our board of directors and declared
by us out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 9.25% per annum of the $25.00
liquidation preference per share of the Series A Preferred Stock (equivalent to the fixed annual amount of $2.3125 per share of the
Series A Preferred Stock).


 


Dividends on the Series A Preferred Stock
will accrue and be cumulative from, and including, the date of original issue and will be payable to holders monthly in arrears on or
about the 20th day of each month or, if such day is not a business day, on either the immediately preceding
business day or next succeeding business day at our option, in each case with the same force and effect as if made on such date.
The term “business day” means each day, other than a Saturday or a Sunday, which is not a day on which banks
in New York are required by law, regulation or executive order to close.


 


The amount of any dividend payable on the Series A
Preferred Stock for any period greater or less than a full dividend period will be prorated and computed on the basis of a 360-day year
consisting of twelve 30-day months. A dividend period is the respective period commencing on and including the 20th day
of each month and ending on and including the day preceding the 20th day of the next succeeding month (other than
the initial dividend period and the dividend period during which any shares of Series A Preferred Stock shall be redeemed). Dividends
will be payable to holders of record as they appear in our stock records at the close of business on the applicable record date, which
shall be the last day of the immediately preceding calendar month.


 


The first dividend on the Series A Preferred
stock is scheduled to be paid on November 20, 2021 and will be a pro rata dividend from, and including, the original issue date to and
including November 19, 2021 in the amount of $0.14 per share.


 


Dividends on the Series A Preferred Stock will
accrue whether or not:


 


		●	we have earnings;



 


		●	there are funds legally available for the payment of those
dividends; or



 


		●	those dividends are authorized or declared.



 


Except as described in this paragraph and the next
paragraph, unless full cumulative dividends on the Series A Preferred Stock for all past dividend periods shall have been or contemporaneously
are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash is set apart for payment, we will not:


 


		●	declare and pay or declare and set aside for payment of dividends,
and we will not declare and make any distribution of cash or other property, directly or indirectly, on or with respect to any shares
of our common stock or shares of any other class or series of our capital stock ranking, as to distributions, on parity with or junior
to the Series A Preferred Stock, for any period; or



 






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		●	redeem, purchase or otherwise acquire for any consideration,
or make any other distribution of cash or other property, directly or indirectly, on or with respect to, or pay or make available any
monies for a sinking fund for the redemption of, any shares of our common stock or shares of any other class or series of our capital
stock ranking, as to distributions and upon liquidation, on parity with or junior to the Series A Preferred Stock.



 


The foregoing sentence, however, will not prohibit:


 


		●	dividends payable solely in shares of our common stock or
shares of any other class or series of our capital stock ranking junior to the Series A Preferred Stock as to payment of distributions
and the distribution of assets upon our liquidation, dissolution and winding up; and



 


		●	the conversion into or in exchange for other shares of any
class or series of capital stock ranking junior to the Series A Preferred Stock as to payment of distributions and the distribution
of assets upon our liquidation, dissolution and winding up.



 


When we do not pay dividends in full (or do not
set apart a sum sufficient to pay them in full) on the Series A Preferred Stock and the shares of any other class or series of capital
stock ranking, as to distributions, on parity with the Series A Preferred Stock, we will declare any dividends upon the Series A
Preferred Stock and each such other class or series of capital stock ranking, as to distributions, on parity with the Series A Preferred
Stock pro rata, so that the amount of dividends declared per share of Series A Preferred Stock and such other class or series of
capital stock will in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock
and such other class or series of capital stock (which will not include any accrual in respect of unpaid dividends on such other class
or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative dividend)
bear to each other. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments on
the Series A Preferred Stock which may be in arrears.


 


Holders of shares of Series A Preferred Stock
are not entitled to any dividend, whether payable in cash, property or shares of capital stock, in excess of full cumulative dividends
on the Series A Preferred Stock as described above. Any dividend payment made on the Series A Preferred Stock will first be
credited against the earliest accrued but unpaid dividends due with respect to those shares which remain payable. Accrued but unpaid dividends
on the Series A Preferred Stock will accumulate as of the dividend payment date on which they first become payable.


 


We do not intend to declare dividends on the Series A
Preferred Stock, or pay or set apart for payment dividends on the Series A Preferred Stock, if the terms of any of our agreements,
including any agreements relating to our indebtedness, prohibit such a declaration, payment or setting apart for payment or provide that
such declaration, payment or setting apart for payment would constitute a breach of or default under such an agreement. Likewise, no dividends
will be authorized by our board of directors and declared by us or paid or set apart for payment if such authorization, declaration or
payment is restricted or prohibited by law. We are and may in the future become a party to agreements that restrict or prevent the payment
of dividends on, or the purchase or redemption of, our capital stock. Under certain circumstances, these agreements could restrict or
prevent the payment of dividends on or the purchase or redemption of Series A Preferred Stock. These restrictions may be indirect
(for example, covenants requiring us to maintain specified levels of net worth or assets) or direct. We do not believe that these restrictions
currently have any adverse impact on our ability to pay dividends to holders or make redemptions of the Series A Preferred Stock.


 


In addition to the dividends set forth above, in
the event of any dividend or distribution declared on or paid on our common stock, the holders of Series A Preferred Stock shall be entitled
to such dividends paid and distributions made to the holders of our common stock to the same extent as if such holders of Series A Preferred
Stock had converted the Series A Preferred Stock into shares of our common stock at an assumed conversion price equal to the quotient
obtained by dividing the $25.00 liquidation preference of the Series A Preferred Stock by the closing price of shares of our common stock
on the exchange upon which our common stock is then listed or quoted on the Record Date for determining dividends on our common stock
or if no Record Date has been set, then the Declaration Date as if the holders of Series A Preferred Stock held such shares of common
stock on such date. If, on the Distribution Date, our common stock is not listed or quoted on an exchange or the OTC Markets, the closing
price of a share of common stock shall be determined by an independent appraiser selected in good faith by the holders of a majority in
interest of the Series A Preferred Stock then outstanding and reasonably acceptable to us, the fees and expenses of which shall be paid
by us. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of our common
stock.


 






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Liquidation Preference


 


Upon any voluntary or involuntary liquidation,
dissolution or winding up of our affairs, before any distribution or payment shall be made to holders of shares of our common stock or
any other class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding
up of our affairs, junior to the Series A Preferred Stock, holders of shares of Series A Preferred Stock will be entitled to
be paid out of our assets legally available for distribution to our stockholders, after payment of or provision for our debts and other
liabilities and any class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution
or winding up of our affairs, senior to the Series A Preferred Stock, a liquidation preference of $25.00 per share of the Series A
Preferred Stock, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding,
the date of payment. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient
to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding
amounts payable on all shares of each other class or series of capital stock ranking, as to rights upon liquidation, dissolution or winding
up, on parity with the Series A Preferred Stock in the distribution of assets, then holders of shares of Series A Preferred
Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution
or winding up, on parity with the Series A Preferred Stock will share ratably in any distribution of assets in proportion to the
full liquidating distributions to which they would otherwise be respectively entitled.


 


Holders of shares of Series A Preferred Stock
will be entitled to written notice of any voluntary or involuntary liquidation, dissolution or winding up of our affairs stating the payment
date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable not fewer than 30 days
and not more than 60 days prior to the distribution payment date. After payment of the full amount of the liquidating distributions
to which they are entitled, holders of shares of Series A Preferred Stock will have no right or claim to any of our remaining assets.
Our consolidation or merger with or into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance
of all or substantially all of our property or business, will not be deemed to constitute a liquidation, dissolution or winding up of
our affairs.


 


In determining whether a distribution (other than
upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of our capital stock or otherwise,
is permitted under Nevada law, amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of holders of shares of Series A Preferred Stock will not be added to our total liabilities.


 


Optional Redemption


 


Except with respect to the special optional redemption
described below, we cannot redeem the Series A Preferred Stock prior to April 29, 2024. On and after April 29, 2024, we may, at our
option, upon not fewer than 30 and not more than 60 days’ written notice, redeem the Series A Preferred Stock, in whole
or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends
(whether or not authorized or declared) up to, but excluding, the date fixed for redemption, without interest, to the extent we have funds
legally available for that purpose.


 


If fewer than all of the outstanding shares of
the Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock will be redeemed pro rata (as nearly
as may be practicable without creating fractional shares) or by lot as we determine. In order for their shares of Series A Preferred
Stock to be redeemed, holders must surrender their shares at the place, or in accordance with the book-entry procedures, designated in
the notice of redemption. Holders will then be entitled to the redemption price and any accrued and unpaid dividends payable upon redemption
following surrender of the shares as detailed below. If a notice of redemption has been given, if the funds necessary for the redemption
have been set aside by us in trust for the benefit of the holders of any shares of Series A Preferred Stock called for redemption
and if irrevocable instructions have been given to pay the redemption price and any accrued and unpaid dividends, then from and after
the redemption date, dividends will cease to accrue on such shares of Series A Preferred Stock and such shares of Series A Preferred
Stock will no longer be deemed outstanding. At such time, all rights of the holders of such shares will terminate, except the right to
receive the redemption price plus any accrued and unpaid dividends payable upon redemption, without interest. So long as no dividends
payable on the Series A Preferred Stock and any Parity Preferred Stock are in arrears for any past dividend periods that have ended
and subject to the provisions of applicable law, we may from time to time repurchase all or any part of the Series A Preferred Stock,
including the repurchase of shares of Series A Preferred Stock in open-market transactions and individual purchases at such prices
as we negotiate, in each case as duly authorized by our board of directors. Regardless of whether dividends are paid in full on the Series A
Preferred Stock or any Parity Preferred Stock, we may purchase or acquire shares of Series A Preferred Stock pursuant to a purchase
or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock.


 






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Unless full cumulative dividends on all shares
of Series A Preferred Stock have been or contemporaneously are declared and paid or are declared and a sum sufficient for the payment
thereof is set apart for payment for all past dividend periods that have ended, no shares of Series A Preferred Stock will be redeemed
unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and we will not purchase or otherwise acquire
directly or indirectly any shares of Series A Preferred Stock or any class or series of our capital stock ranking, as to distributions
or upon liquidation, dissolution or winding up, on parity with or junior to the Series A Preferred Stock (except by exchange for
our capital stock ranking junior to the Series A Preferred Stock as to distributions and upon liquidation, dissolution or winding
up).


 


We will mail a notice of redemption, postage prepaid,
not fewer than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series A
Preferred Stock to be redeemed at their respective addresses as they appear on our stock transfer records as maintained by the transfer
agent named in “— Transfer Agent.” No failure to give, nor defect in, such notice, nor in the mailing thereof,
shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder
to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon
which the Series A Preferred Stock may be listed or admitted to trading, each notice will state:


 


		●	the redemption date;



 


		●	the redemption price;



 


		●	the number of shares of Series A Preferred Stock to be
redeemed;



 


		●	the place or places where the certificates, if any, representing
shares of Series A Preferred Stock are to be surrendered for payment of the redemption price;



 


		●	procedures for surrendering noncertificated shares of Series A
Preferred Stock for payment of the redemption price;



 


		●	that dividends on the shares of Series A Preferred Stock
to be redeemed will cease to accumulate on such redemption date; and



 


		●	that payment of the redemption price and any accumulated and
unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock.



 


If fewer than all of the shares of Series A
Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder will also specify the number of shares of Series A
Preferred Stock held by such holder to be redeemed.


 






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If a redemption date falls after a dividend record
date and on or prior to the corresponding dividend payment date, each holder of shares of the Series A Preferred Stock at the close
of business of such dividend record date will be entitled to the dividend payable on such shares on the corresponding dividend payment
date notwithstanding the redemption of such shares on or prior to such dividend payment date. Except as described above, we will make
no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption
has been given.


 


All shares of Series A Preferred Stock that
we redeem or repurchase will be retired and restored to the status of authorized but unissued shares of preferred stock, without designation
as to series or class.


 


Special Optional Redemption


 


Upon the occurrence of a Change of Control (as
defined below), we may, at our option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first
date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding,
the date of redemption.


 


We will mail to you, if you are a record holder
of the Series A Preferred Stock, a notice of redemption no fewer than 30 days nor more than 60 days before the redemption
date. We will send the notice to your address shown on our share transfer books. A failure to give notice of redemption or any defect
in the notice or in its mailing will not affect the validity of the redemption of any Series A Preferred Stock except as to the holder
to whom notice was defective. Each notice will state the following:


 


		●	the redemption date;



 


		●	the redemption price;



 


		●	the number of shares of Series A Preferred Stock to be
redeemed;



 


		●	the place or places where the certificates, if any, representing
shares of Series A Preferred Stock are to be surrendered for payment of the redemption price;



 


		●	procedures for surrendering noncertificated shares of Series A
Preferred Stock for payment of the redemption price;



 


		●	that dividends on the shares of Series A Preferred Stock
to be redeemed will cease to accumulate on such redemption date;



 


		●	that payment of the redemption price and any accumulated and
unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; and



 


		●	that the Series A Preferred Stock is being redeemed pursuant
to our special optional redemption right in connection with the occurrence of a Change of Control and a brief description of the transaction
or transactions constituting such Change of Control.



 


If we redeem fewer than all of the outstanding
shares of Series A Preferred Stock, the notice of redemption mailed to each stockholder will also specify the number of shares of
Series A Preferred Stock that we will redeem from each stockholder. In this case, we will determine the number of shares of Series A
Preferred Stock to be redeemed, on a pro rata basis, as described above in “— Optional Redemption.”


 


If we have given a notice of redemption, have set
aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption
and have given irrevocable instructions to pay the redemption price and any accrued and unpaid dividends, then from and after the redemption
date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and
all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A
Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends up to, but
excluding, the redemption date, without interest.


 






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The holders of Series A Preferred Stock at
the close of business on a dividend record date will be entitled to receive the dividend payable with respect to the Series A Preferred
Stock on the corresponding payment date notwithstanding the redemption of the Series A Preferred Stock between such record date and
the corresponding payment date or our default in the payment of the dividend due. Except as provided above, we will make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock to be redeemed.


 


A “Change of Control” is when, after
the original issuance of the Series A Preferred Stock, the following have occurred and are continuing:


 


		●	the acquisition by any person, including any syndicate or
group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly
or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions
of stock of our company entitling that person to exercise more than 50% of the total voting power of all stock of our company entitled
to vote generally in the election of our directors (except that such person will be deemed to have beneficial ownership of all securities
that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of
a subsequent condition); and



 


		●	following the closing of any transaction referred to in the
bullet point above, neither we nor the acquiring or surviving entity has a class of common securities listed on the NYSE or Nasdaq.



 


No Maturity, Sinking Fund or Mandatory Redemption


 


The Series A Preferred Stock has no stated
maturity date and we are not required to redeem the Series A Preferred Stock at any time. We are not required to set aside funds
to redeem the Series A Preferred Stock. Accordingly, the Series A Preferred Stock will remain outstanding indefinitely, unless
we decide, at our option, to exercise our redemption right. The Series A Preferred Stock is not subject to any sinking fund.


 


Limited Voting Rights


 


Holders of shares of the Series A Preferred
Stock generally do not have any voting rights, except as set forth below.


 


If dividends on the Series A Preferred Stock
are in arrears for 18 or more monthly periods, whether or not consecutive (which we refer to as a “preferred dividend default”),
holders of shares of the Series A Preferred Stock (voting separately as a class together with the holders of the Parity Preferred
Stock) will be entitled to vote for the election of a total of two additional directors to serve on our board of directors (which we refer
to as “preferred stock directors”), until all unpaid dividends for past dividend periods with respect to the Series A
Preferred Stock and any Parity Preferred Stock have been paid. In such a case, the number of directors serving on our board of directors
will be increased by two. The preferred stock directors will be elected by a plurality of the votes cast in the election for a one-year
term and each preferred stock director will serve until his successor is duly elected and qualifies or until the director’s right
to hold the office terminates, whichever occurs earlier, subject to such preferred stock director’s earlier death, disqualification,
resignation or removal. The election will take place at:


 


		●	either (i) a special meeting called upon the written request
of holders of at least 25% of the outstanding shares of Series A Preferred Stock together with any Parity Preferred Stock, if this
request is received more than 90 days before the date fixed for our next annual or special meeting of stockholders or, (ii) if we
receive the request for a special meeting within 90 days before the date fixed for our next annual or special meeting of stockholders,
at our annual or special meeting of stockholders; and



 






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		●	each subsequent annual meeting (or special meeting held in
its place) until all dividends accumulated on the Series A Preferred Stock and on any Parity Preferred Stock have been paid in full
or declared and a sum sufficient for the payment thereof set aside for payment for all past dividend periods.



 


If we do not call a special meeting within 45 days
after request from the holders of 25% of our Series A Preferred Stock outstanding, then the holders of record of at least 25% of the outstanding
Series A Preferred Stock may designate a holder to call the meeting at our expense and such meeting may be called by the holder so designated
upon notice similar to that required for annual meetings of stockholders and shall be held at the place designated by the holder calling
such meeting. We shall pay all costs and expenses of calling and holding any meeting and of electing directors, including, without limitation,
the cost of preparing, reproducing and mailing the notice of such meeting, the cost of renting a room for such meeting to be held, and
the cost of collecting and tabulating votes.


 


If and when all accumulated dividends on the Series A
Preferred Stock and all other classes or series of preferred stock upon which like voting rights have been conferred and are exercisable
shall have been paid in full, holders of shares of Series A Preferred Stock shall be divested of the voting rights set forth above
(subject to re-vesting in the event of each and every preferred dividend default) and the term and office of such preferred stock directors
so elected will terminate and the number of directors will be reduced accordingly.


 


Any preferred stock director may be removed at
any time with or without cause by the vote of, and may not be removed otherwise than by the vote of, the holders of record of a majority
of the outstanding shares of Series A Preferred Stock and other Parity Preferred Stock entitled to vote thereon when they have the
voting rights described above (voting as a single class). So long as a preferred dividend default continues, any vacancy in the office
of a preferred stock director may be filled by written consent of the preferred stock director remaining in office, or if none remains
in office, by a vote of the holders of record of a majority of the outstanding shares of Series A Preferred Stock when they have
the voting rights described above (voting as a single class with all other Parity Preferred Stock). The preferred stock directors shall
each be entitled to one vote on any matter before our board of directors.


 


In addition, so long as any shares of Series A
Preferred Stock remain outstanding, we will not, without the consent or the affirmative vote of the holders of at least two-thirds of
the outstanding shares of Series A Preferred Stock together with each other Parity Preferred Stock (voting together as a single class):


 


		●	authorize, create or issue, or increase the number of authorized
or issued shares of, any class or series of stock ranking senior to such Series A Preferred Stock with respect to distribution rights
and rights upon our liquidation, dissolution or winding up, or reclassify any of our authorized capital stock into any such shares, or
create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or



 


		●	amend, alter or repeal the provisions of our amended and restated
articles of incorporation, including the terms of the Series A Preferred Stock, whether by merger, consolidation, transfer or conveyance
of all or substantially all of our assets or otherwise, so as to materially and adversely affect the rights, preferences, privileges
or voting powers of the Series A Preferred Stock,



 


except that with respect to the occurrence of any of the events described
in the second bullet point immediately above, so long as the Series A Preferred Stock remains outstanding with the terms of the Series A
Preferred Stock materially unchanged or the holders of shares of Series A Preferred Stock receive stock of the successor with substantially
identical rights, taking into account that, upon the occurrence of an event described in the second bullet point above, we may not be
the surviving entity, the occurrence of such event will not be deemed to materially and adversely affect the rights, preferences, privileges
or voting powers of the Series A Preferred Stock, and in such case such holders shall not have any voting rights with respect to
the events described in the second bullet point immediately above. Furthermore, if holders of shares of the Series A Preferred Stock
receive the greater of the full trading price of the Series A Preferred Stock on the date of an event described in the second bullet
point immediately above or the $25.00 per share liquidation preference plus any accrued and unpaid dividends thereon pursuant to the occurrence
of any of the events described in the second bullet point immediately above, then such holders shall not have any voting rights with respect
to the events described in the second bullet point immediately above. If any event described in the second bullet point above would materially
and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock disproportionately relative
to other classes or series of preferred stock ranking on parity with the Series A Preferred Stock with respect to distribution rights
and rights upon our liquidation, dissolution or winding up, the affirmative vote of the holders of at least two-thirds of the outstanding
shares of the Series A Preferred Stock, voting separately as a class, will also be required.


 






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Holders of shares of Series A Preferred Stock
will not be entitled to vote with respect to any increase in the total number of authorized shares of our common stock or preferred stock,
any increase in the number of authorized shares of Series A Preferred Stock or the creation or issuance of any other class or series
of capital stock, or any increase in the number of authorized shares of any other class or series of capital stock, in each case ranking
on parity with or junior to the Series A Preferred Stock with respect to the payment of distributions and the distribution of assets
upon liquidation, dissolution or winding up.


 


Holders of shares of Series A Preferred Stock
will not have any voting rights with respect to, and the consent of the holders of shares of Series A Preferred Stock is not required
for, the taking of any corporate action, including any merger or consolidation involving us or a sale of all or substantially all of our
assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting powers or other
rights or privileges of the Series A Preferred Stock, except as set forth above.


 


In addition, the voting provisions above will not
apply if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, we have redeemed
or called for redemption upon proper procedures all outstanding shares of Series A Preferred Stock.


 


In any matter in which Series A Preferred
Stock may vote (as expressly provided in the Certificate of Designations setting forth the terms of the Series A Preferred Stock),
each share of Series A Preferred Stock shall be entitled to one vote per $25.00 of liquidation preference. As a result, each share
of Series A Preferred Stock will be entitled to one vote.


 


Transfer Agent and Registrar


 


The transfer agent and registrar for our Series A
Preferred Stock is ClearTrust, LLC. ClearTrust, LLC’s address is 16540 Pointe Village Dr., Suite 210, Lutz, FL 33558 and
its telephone number is (813) 235-4490.


 


Stock Exchange Listing


 


Our Series A Preferred Stock is listed for quotation
on the Nasdaq Capital Market under the symbol “COMSP.”


 


DESCRIPTION OF WARRANTS


 


The following summary of certain terms and provisions
of the warrants we registered under Section 12 of the Exchange Act (the “Warrants”) is not complete and is subject to, and
qualified in its entirety by the provisions of the Warrant Agency Agreement between the Warrant Agent (as defined below) and us and the
form of warrant attached thereto, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit
4.1 is a part. We encourage you to read the Warrant Agency Agreement and the form of Warrant attached as an exhibit thereto for additional
information.


 


Exercisability


 


The Warrants are exercisable at any time after
their original issuance and at any time up to January [__], 2026. The Warrants will be exercisable, at the option of each holder, in whole
or in part by delivering to the warrant agent a duly executed exercise notice and payment in full in immediately available funds for the
number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of common
stock underlying the Warrants under the Securities Act is not effective or available, the holder may elect to exercise the Warrant through
a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according
to the formula set forth in the Warrant. No fractional shares of common stock will be issued in connection with the exercise of a Warrant.
In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.


 






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Exercise Limitation 


 


A holder will not have the right to exercise any
portion of the Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares
of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance
with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of
9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us.


 


Exercise Price


 


The exercise price per share of common stock purchasable
upon exercise of the Warrants is $4.50 per share. The exercise price is subject to appropriate adjustment in the event of certain stock
dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also
upon any distributions of assets, including cash, stock or other property to our stockholders.


 


Transferability 


 


Subject to applicable laws, the Warrants may be
offered for sale, sold, transferred or assigned without our consent.


 


Stock Exchange Listing


 


The Warrants are listed for quotation on the Nasdaq
Capital Market under the symbol “COMSW.”


 


Warrant Agent


 


The Warrants were issued in registered form under
a warrant agency agreement between ClearTrust, LLC, as warrant agent (the “Warrant Agent”), and us. The Warrant Agent’s
address is 16540 Pointe Village Dr., Suite 210, Lutz, FL 33558 and its telephone number is (813) 235-4490.


 


Fundamental Transactions


 


In the event of a fundamental transaction, as described
in the Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer
or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person,
the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting
power represented by our outstanding common stock, the holders of the Warrants will be entitled to receive upon exercise of the Warrants
the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately
prior to such fundamental transaction.


 


Rights as a Stockholder


 


Except as otherwise provided in the Warrants or
by virtue of such holder’s ownership of shares of our common stock, the holder of a warrant does not have the rights or privileges
of a holder of our common stock, including any voting rights, until the holder exercises the warrant.


 


Governing Law


 


The Warrants and the warrant agency agreement are
governed by New York law.


 


 


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