Exhibit 4.4


 


DESCRIPTION OF SECURITIES


 


The following description of the material terms of
the share capital of Parent includes a summary of specified provisions of Parent’s M&A. This description is qualified by reference
to Parent’s M&A filed as an exhibit to this Annual Report and incorporated herein by reference.


 


General


 


Parent is a public limited company organized and existing
under the laws of Ireland. Parent was formed on April 3, 2020 as a private limited company under the name Dolya Holdco 3 Limited, incorporated
in Ireland. On July 14, 2020, Parent effected a change of name to Fusion Fuel Green Limited. On October 2, 2020, Parent converted into
a public limited company incorporated in Ireland under the name “Fusion Fuel Green PLC”. Parent’s affairs are governed
by Parent’s M&A, the Irish Companies Act, and the corporate law of Ireland.


 


Ordinary Shares


 


General. The authorized share capital
of Parent is US$11,212.50 divided into 100,000,000 Class A Ordinary Shares with a nominal value of US$0.0001 each, 2,125,000 Class B Ordinary
Shares with a nominal value of US$0.0001 each and 10,000,000 preferred shares with a nominal value of US$0.0001 each and €25,000
divided into 25,000 deferred ordinary shares with a nominal value of €1.00 each.


 


Dividends. The holders of Parent
Ordinary Shares are entitled to such dividends as may be declared by Parent’s board of directors. Dividends may be declared and
paid out of the funds legally available therefor. Dividends may also be declared and paid out of share premium account or any other fund
or account which can be authorized for this purpose in accordance with the Irish Companies Act.


 


Voting Rights. Each Class A Ordinary
Share and each Class B Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of Parent.
Voting at any meeting of shareholders is by way of a poll, which shall be taken in such manner as the chairperson of the meeting directs.


 


An ordinary resolution to
be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the Parent Ordinary
Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than 75% of the votes cast attaching to
the outstanding ordinary shares at a meeting. Where the shareholders wish to act by way of written resolution in lieu of holding a meeting,
unanimous consent of the holders of the Class A Ordinary Shares and Class B Ordinary Shares (for as long as there are any Class B Ordinary
Shares outstanding) shall be required. A special resolution will be required for important matters such as a change of name, reducing
the share capital or making changes to Parent’s M&A.


 


Additionally, for so long as not less than an aggregate
of 1,700,000 Class B Ordinary Shares continue to be beneficially owned by the former Fusion Fuel Shareholders, the written consent or
affirmative vote of the holders of a majority of the outstanding Class B Ordinary Shares shall be required before Parent can carry out
any of the following actions:


 


	 	●	liquidate, dissolve, or wind-up the business and affairs of Parent;


 


	 	●	effect any merger or consolidation in which Parent is a constituent party or a subsidiary of Parent is a constituent party if Parent issues shares of its capital stock pursuant to such merger or consolidation (except any such merger or consolidation involving Parent or a subsidiary in which the shares of capital stock of Parent outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation);


 


	 	●	sell, lease, transfer, exclusively license or otherwise dispose, in a single transaction or series of related transactions, by Parent or any subsidiary of Parent of all or substantially all the assets of Parent and any subsidiary, taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of Parent if substantially all of the assets of Parent and its subsidiaries, taken as a whole, are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of Parent;


 






     


     


    

 


	 	●	permit the sale of all or substantially all of the Class A Ordinary Shares and Class B Ordinary Shares to an independent third party or group;


 


	 	●	amend, alter, or repeal any provisions of Parent’s M&A;


 


	 	●	create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, or equity securities convertible into capital stock of Parent;


 


	 	●	expand or otherwise alter the size of the board of directors of Parent or Fusion Fuel Portugal; and


 


	 	●	remove any member of the board of directors of Fusion Fuel Portugal.


 


Transfer of Ordinary Shares. Subject
to the restrictions contained in the Amended Stock Escrow Agreement, and as otherwise set forth in the Business Combination Agreement,
and the lock-up restrictions contained in the Business Combination Agreement with respect to the Parent securities issued to the former
Fusion Fuel Shareholders in the Share Exchange and the lock-up restrictions applicable to shares issued to directors as part of their
compensation, and subject to any further restrictions contained in Parent’s M&A and the Irish Companies Act, any Parent shareholder
may transfer all or any of his or her Parent Ordinary Shares by an instrument of transfer in the usual or common form or any other form
approved by Parent’s board of directors.


 


Liquidation. On a return of capital
on winding-up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among
the holders of Parent Ordinary Shares shall be distributed among the holders thereof on a pro rata basis. If Parent’s assets available
for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by
Parent’s shareholders proportionately.


 


General Meetings of Shareholders. Shareholders’
meetings may be convened by the board of directors, by the board of directors on the requisition of the shareholders or, if the board
of directors fails to so convene a meeting, such extraordinary general meeting may be convened by the requisitioning shareholders where
the requisitioning shareholders hold not less than 10% of the paid up share capital of Parent. Any action required or permitted to be
taken at any annual or extraordinary general meetings may be taken only upon the vote of the shareholders at an annual or extraordinary
general meeting duly noticed and convened in accordance with Parent’s M&A and the Irish Companies Act. Unanimous consent of
the holders of the Class A Ordinary Shares and the Class B Ordinary Shares (for as long as there are any Class B Ordinary Shares outstanding)
shall be required before the shareholders may act by way of written resolution without a meeting.


 


Warrants


 


General. An aggregate of 8,869,633
Warrants are currently outstanding. Warrants that were automatically adjusted pursuant to the terms of the Old HL Warrants issued to certain
former shareholders of HL in private placements prior to HL’s initial public offering, Warrants that were automatically adjusted
pursuant to the terms of the Old HL Warrants issued to the former convertible noteholders of HL upon conversion of such notes in connection
with the Merger, and Warrants issued to the former Fusion Fuel Shareholders in the Share Exchange, in each case until transferred to a
third party, (i) will not be redeemable by Parent, (ii) may be exercised for cash or on a cashless basis at the holder’s option
as long as such warrants are held by the initial holders or their affiliates or permitted transferees, and (iii) are subject to a lockup
for a period of 12 months from the closing of the Transactions.


 


Exercisability. Each Warrant entitles
the registered holder to purchase one Class A Ordinary Share.


 


Exercise Price. $11.50 per share, subject
to adjustment.


 


The exercise price and number of Class A Ordinary Shares
issuable on exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuances of Class
A Ordinary Shares at a price below the Warrant exercise price.


 






     


     


    

 


Exercise Period. The Warrants are exercisable
at any time and from time to time until 5:00 p.m., New York City time on December 10, 2025, or earlier upon their redemption.


 


No Warrants will be exercisable for cash unless Parent
has an effective and current registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a
current prospectus relating to such Class A Ordinary Shares. Notwithstanding the foregoing, in certain circumstances described in more
detail in the Amended and Restated Warrant Agreement, Warrant holders may exercise Warrants on a cashless basis pursuant to the exemption
provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption,
is not available, holders will not be able to exercise their Warrants on a cashless basis. In such event, each holder would pay the exercise
price by surrendering the warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product
of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants
and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose
will mean the average reported last sale price of the Class A Ordinary Shares for the five (5) trading days ending on the trading day
prior to the date of exercise.


 


Parent has agreed to use its best efforts to file and
have an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants, to maintain a current
prospectus relating to those Class A Ordinary Shares until the earlier of the date the Warrants expire or are redeemed and the date on
which all of the Warrants have been exercised, and to qualify the resale of such shares under state blue sky laws, to the extent an exemption
is not available. However, there is no assurance that Parent will be able to do so and, if Parent does not maintain a current prospectus
relating to the Class A Ordinary Shares issuable upon exercise of the Warrants, holders will be unable to exercise their Warrants for
cash and Parent will not be required to net cash settle or cash settle the Warrant exercise.


 


Redemption of Warrants. Parent may call
the Warrants for redemption (excluding (i) certain Old HL Warrants issued to the former shareholders of HL in private placements prior
to HL’s initial public offering which were automatically adjusted into Warrants pursuant to the terms of the Old HL Warrants, (ii)
certain Old HL Warrants issued to the former convertible noteholders of HL upon conversion of such notes in connection with the Merger
and which were subsequently automatically adjusted into Warrants pursuant to the terms of the Old HL Warrants, and (iii) certain Warrants
issued to the former Fusion Fuel Shareholders in the Share Exchange, in each case, so long as such Warrants are held by such persons or
their affiliates and certain permitted transferees), in whole and not in part, at a price of $0.01 per Warrant:


 


	 	●	at any time after the Warrants become exercisable,


 


	 	●	upon not less than 30 days’ prior written notice of redemption to each Warrant holder,


 


	 	●	if, and only if, the reported last sale price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and


 


	 	●	if, and only if, there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such Warrants.


 


The right to exercise will be forfeited unless the
Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a
Warrant will have no further rights except to receive the redemption price for such holder’s Warrant upon surrender of such Warrant.


 


The redemption criteria for the Warrants have been
established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient
differential between the then-prevailing share price and the Warrant exercise price so that if the share price declines as a result of
the redemption call, the redemption will not cause the share price to drop below the exercise price of the Warrants.


 


If Parent calls the Warrants for redemption as described
above, Parent’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market
value. The “fair market value” shall mean the average reported last sale price of the Class A Ordinary Shares for the five
(5) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants.


 


 






     


     


    

 


Registered Form. The Warrants will be
held in registered form under the Amended and Restated Warrant Agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and Parent. The Amended and Restated Warrant Agreement provides that the terms of the Warrants may be amended without
the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote,
of the holders of at least a majority of the then outstanding Warrants in order to make any change that adversely affects the interests
of the registered holders.


 


Manner of Exercise. The Warrants may
be exercised upon surrender of the holder’s Warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the Warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price, by certified or official bank check payable to Parent, for the number of Warrants being exercised.


 


Warrant holders may elect to be subject to a restriction
on the exercise of their Warrants such that an electing warrant holder would not be able to exercise its Warrants to the extent that,
after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the Class A Ordinary Shares outstanding.


 


No Rights as a Shareholder. The warrant
holders do not have the rights or privileges of holders of Class A Ordinary Shares and any voting rights until they exercise their Warrants
and receive Class A Ordinary Shares. After the issuance of Class A Ordinary Shares upon exercise of the Warrants, each holder will be
entitled to one vote for each Class A Ordinary Share held of record on all matters to be voted on by holders of Class A Ordinary Shares.


 


No Fractional Shares. No fractional shares
will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest
in a share, Parent will, upon exercise, round up to the nearest whole number the number of Class A Ordinary Shares to be issued to the
warrant holder.


 


Transfer Agent and Registrar


 


Parent’s transfer agent and warrant agent is
Continental Stock Transfer & Trust Company. Parent’s registrar is Link Group.


 


Listing


 


The Class A Ordinary Shares and Warrants are listed
on the Nasdaq Global Market under the symbols “HTOO” and “HTOOW”, respectively.