Exhibit 4.2 


 


Description
of Securities


 


As
of December 31, 2020, KINS Technology Group Inc. (“we,” “our,” “us” or the “company”)
had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”): (i) its units, each consisting of one share of Class A common stock and one-half of
one redeemable warrant, (ii) Class A common stock, par value $0.0001 per share, and (iii) redeemable warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50. In addition, this Description
of Securities also references the company’s Class B common stock, par value $0.0001 per share (the “Class B
common stock” or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act
but are convertible into Class A common stock. The description of the Class B common stock is included to assist in
the description of the Class A common stock. Unless the context otherwise requires, references to our “sponsor” are
to KINS Capital LLC and references to our “initial stockholders” are to our sponsor and certain funds and accounts
managed by BlackRock, Inc. (the “Direct Anchor Investors”), as they held our founder shares prior to our initial public
offering (our “IPO”).


 


Pursuant to our certificate of
incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000
shares of Class B common stock, $0.0001 par value, and 2,000,000 shares of undesignated preferred stock, $0.0001 par value. The
following description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all
the information that is important to you.


 


Units


 


Each unit consists of one share
of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one
share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the warrant
agreement that governs the warrants (the “warrant agreement”), a warrant holder may exercise its warrants only for
a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a
warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Holders have the option to continue
to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer
agent in order to separate the units into shares of Class A common stock and warrants. Additionally, the units will automatically
separate into their component parts and will not be traded after completion of our initial business combination. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade.


 


Common stock


 


Common stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders; provided that, prior to the completion
of our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and
remove members of our board of directors for any reason. Holders of the Class A common stock and holders of the Class B common
stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law.
Unless specified in our certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable
stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any
such matter voted on by our stockholders. Our board of directors is divided into three classes, each of which will generally serve
for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect
to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board
of directors out of funds legally available therefor. Prior to the completion of our initial business combination, only holders
of our Class B common stock will have the right to vote on the election of directors. Holders of our public shares will not be
entitled to vote on the election of directors during such time. In addition, prior to the completion of our initial business combination,
holders of a majority of the outstanding shares of our Class B common stock may remove a member of the board of directors for
any reason. The provisions of our certificate of incorporation governing the appointment or removal of directors prior to our
initial business combination may only be amended by a resolution passed by the holders of a majority of shares of our Class B
common stock.


 


Because our certificate of
incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, if we were to enter into a
business combination, we may (depending on the terms of such a business combination) be required to increase the number of
shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the business
combination to the extent we seek stockholder approval in connection with our initial business combination.


 






     


     


    

 


In accordance with the corporate
governance requirements of The Nasdaq Capital Market (“Nasdaq”), we are not required to hold an annual meeting until
one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required
to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election
is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors
prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the
DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation
of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court
of Chancery in accordance with Section 211(c) of the DGCL.


 


We will provide our public stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two
business days prior to the consummation of our initial business combination including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject
to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will
not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the
requirement that a beneficial owner must identify itself in order to validly redeem its shares. Our sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any founder shares and any public shares held by them in connection with the completion of our initial business combination.
If a stockholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a
stockholder vote for business or other reasons, we will, pursuant to our certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business
combination. Our certificate of incorporation will require these tender offer documents to contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under the SEC's proxy rules.
If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or
we decide to obtain stockholder approval for business or other reasons, we will, like many blank check companies, offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we
seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding
shares of capital stock of the company entitled to vote at such meeting.


 


If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our certificate of incorporation provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of
the common stock sold in our IPO, which we refer to as the “Excess Shares,” without our consent. However, we would
not be restricting our stockholders' ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Our stockholders' inability to redeem the Excess Shares will reduce their influence over our ability to
complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell
such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect
to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number
of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions,
potentially at a loss.


 


If we seek stockholder approval
in connection with our initial business combination, our sponsor, officers and directors have agreed to vote any founder shares
and any public shares held by them in favor of our initial business combination. Additionally, each public stockholder may elect
to redeem its public shares irrespective of whether they vote for or against the proposed transaction or do not vote at all (subject
to the limitation described in the preceding paragraph).


 






     


     


    

 


Pursuant to our amended and
restated certificate of incorporation, if we have not completed our initial business combination within such time period or
during any extended time that we have to consummate a business combination beyond 18 months from the closing of our IPO as a
result of a stockholder vote to amend our amended and restated certificate of incorporation (an “Extension
Period”), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
directors, dissolve and liquidate, subject in in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law. Our initial stockholders have agreed to waive their rights to
liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our
initial business combination within 18 months from the closing of the IPO or during any Extension Period. However, if our
initial stockholders acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the
trust account with respect to such public shares if we fail to complete our business combination within the allotted time
period.


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock,
if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no
sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem
their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations described herein.


 


Founder
shares


 


The founder shares are identical
to the shares of Class A common stock included in the units being sold in the IPO, and holders of founder shares have the same
stockholder rights as public stockholders, except that (i) prior to the completion of our initial business combination, only holders
of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares
of our Class B common stock may remove members of our board of directors for any reason; (ii) the founder shares are subject to
certain transfer restrictions, as described in more detail below; (iii) our sponsor, officers and directors have entered into
a letter agreement with us, pursuant to which they have agreed to waive (A) their redemption rights with respect to any founder
shares and any public shares held by them in connection with the completion of our initial business combination, (B) their redemption
rights with respect to any founder shares and any public shares held by them in connection with a stockholder vote to approve
an amendment to our certificate of incorporation (x) to modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 18 months from the closing of the IPO or (y) with respect to any other provision relating to stockholders'
rights or pre-initial business combination activity and (C) their rights to liquidating distributions from the trust account with
respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing
of the IPO or during any Extension Period, although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within such time period; (iv)
the direct anchor investors have agreed to waive their right to liquidating distributions from the trust account with respect
to any founder shares held by them if we fail to complete our business combination within 18 months from the closing of the IPO
and have also agreed to waive their redemption rights with respect to their founder shares, although they will be entitled to
liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial
business combination within the prescribed time frame; (v) the founder shares are shares of our Class B common stock that will
automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the
option of the holder (except for any founder shares held by the direct anchor investors who have agreed not to affect a conversion
with respect to such founder shares until the consummation of the initial business combination), on a one-for-one basis, subject
to adjustment pursuant to certain anti-dilution rights as described herein; and (vi) the holders are entitled to registration
rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors
have agreed pursuant to the letter agreement to vote any founder shares and any public shares held by them in favor of our initial
business combination. Permitted transferees of the founder shares and private placement warrants and their component securities
will be subject to the same restrictions described herein applicable to the holders of such securities.


 






     


     


    

 


The shares of Class B common
stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or
earlier at the option of the holder, on a one-for-one basis (subject to adjustment for stock splits, stock dividends,
reorganizations, recapitalizations and the like, and subject to further adjustment as described herein). In the case that
additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts
issued in the IPO and related to the closing of our initial business combination (including pursuant to a specified future
issuance), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be
adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such
adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance) so that
the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in
the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon
the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in
connection with our initial business combination (net of the number of shares of Class A common stock redeemed in connection
with our initial business combination and excluding any shares or equity-linked securities issued or issuable to any seller
in the initial business combination). We cannot determine at this time whether a majority of the holders of our Class B
common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive
such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our
initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business combination; or
(iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common
stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our Class B
common stock, but would reduce the percentage ownership of our public stockholders. If such adjustment is waived, the
issuance would reduce the percentage ownership of holders of both classes of our common stock. Securities could be
"deemed issued" for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or
exercise of convertible securities, warrants or similar securities.


 


With certain limited exceptions,
the founder shares are not transferable, assignable or salable (except to affiliates of our sponsor, officers, directors or the
direct anchor investors, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after
the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the last reported
sale price of our Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,
capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to
exchange their shares of common stock for cash, securities or other property.


 


Prior to the completion of our
initial business combination, only holders of our Class B common stock will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of our initial business combination, holders of a majority of the outstanding shares of our Class B common stock
may remove a member of the board of directors for any reason. These provisions of our certificate of incorporation may only be
amended by a resolution passed by the holders of a majority of shares of our Class B common stock. With respect to any other matter
submitted to a vote of our stockholders, including any vote in connection with our initial business combination, holders of the
Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to
a vote of our stockholders, except as required by law. Each share of common stock will have one vote on all such matters.


 


Preferred
stock


 


Our certificate of incorporation
provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors are authorized
to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights
and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors
are able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the
voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board
of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof.


 


Redeemable
warrants


 


Public
stockholders' warrants


 


Each whole warrant entitles the
registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of our initial
business combination, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given
time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time,
or earlier upon redemption or liquidation.


 






     


     


    

 


We will not be obligated to deliver
any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying
the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described
below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common
stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event
that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such
warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will
we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants,
the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class
A common stock underlying such unit.


 


We have agreed that as soon as
practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our
commercially reasonable efforts to file, and within 60 business days following our initial business combination to have declared
effective, a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable
upon exercise of the warrants. We will use our commercially reasonable efforts to maintain the effectiveness of such registration
statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act,
we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis"
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain
in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.


 


Redemption of warrants
when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, we may
redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		Ø	in
                                         whole and not in part;



 


		Ø	at
                                         a price of $0.01 per warrant;



 


		Ø	upon
                                         not less than 30 days' prior written notice of redemption (the "30-day redemption
                                         period") to each warrant holder; and



 


		Ø	if,
                                         and only if, the last reported sale price of the Class A common stock equals or exceeds
                                         $18.00 per share for any 20 trading days within a 30-trading day period ending on the
                                         third trading day prior to the date on which we send the notice of redemption to the
                                         warrant holders.



 


If and when the warrants become
redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders
are otherwise unable to exercise the warrants.


 


We have established the $18.00
per share (subject to adjustment) redemption criteria discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption
date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50
(for whole shares) warrant exercise price after the redemption notice is issued.


 


If we call the warrants for
redemption for cash as described above, our management will have the option to require any holder that wishes to exercise its
warrant to do so on a "cashless basis." In determining whether to require all holders to exercise their warrants on
a "cashless basis," our management will consider, among other factors, our cash position, the number of warrants
that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common
stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the
lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the "fair market value" of our Class A common stock (defined above) over
the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares of Class A common stock per warrant. The
"fair market value" for this purpose shall mean the volume-weighted average price of the Class A common stock as
reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of warrants. If our management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including
the "fair market value" in such case. Requiring a cashless exercise in this manner will reduce the number of shares
to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option
to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our
warrants for redemption and our management does not take advantage of this option, our sponsor, the direct anchor investors
and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a
cashless basis using the same formula described above that other warrant holders would have been required to use had all
warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 






     


     


    

 


Redemption of warrants
when the price per share of Class A common stock equals or exceeds $10.00. Commencing ninety days after the warrants become
exercisable, we may redeem the outstanding warrants:


 


		Ø	in
                                         whole and not in part;



 


		Ø	at
                                         $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided
                                         that holders will be able to exercise their warrants prior to redemption and receive
                                         that number of shares of Class A common stock to be determined by reference to the table
                                         below, based on the redemption date and the "fair market value" of our Class
                                         A common stock (as defined below) except as otherwise described below;



 


		Ø	if,
                                         and only if, the last reported sale price of our Class A common stock equals or exceeds
                                         $10.00 per share on the trading day prior to the date on which we send the notice of
                                         redemption to the warrant holders;



 


		Ø	if,
                                         and only if, the private placement warrants are also concurrently exchanged at the same
                                         price (equal to a number of shares of Class A common stock) as the outstanding public
                                         warrants, as described above; and



 


		Ø	if,
                                         and only if, there is an effective registration statement covering the issuance of the
                                         shares of Class A common stock (or a security other than the Class A common stock into
                                         which the Class A common stock has been converted or exchanged for in the event we are
                                         not the surviving company in our initial business combination) issuable upon exercise
                                         of the warrants and a current prospectus relating thereto available throughout the 30-day
                                         period after written notice of redemption is given.



 


The numbers in the table below
represent the number of shares of Class A common stock that a warrant holder will receive upon exercise in connection with a redemption
by us pursuant to this redemption feature, based on the "fair market value" of our Class A common stock on the corresponding
redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant),
determined based on the volume-weighted average price of the Class A common stock as reported during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding
redemption date precedes the expiration date of the warrants, each as set forth in the table below.


 


Pursuant to the warrant agreement,
references above to Class A common stock shall include a security other than Class A common stock into which the Class A common
stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. The
numbers in the tables below will not be adjusted solely as a result of us not being the surviving entity following our initial
business combination.


 


The stock prices set forth in
the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of
a warrant is adjusted as set forth in the first three paragraphs under the heading "—Anti-dilution Adjustments"
below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such
adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number
of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise
of a warrant.


 






     


     


    

 


	 	 	Fair
    Market Value of Class A Common Stock	 
	Redemption
    Date (period to

    expiration of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	59	 	 	0.236	 	 	 	0.257	 	 	 	0.277	 	 	 	0.295	 	 	 	0.311	 	 	 	0.325	 	 	 	0.338	 	 	 	0.350	 	 	 	0.361	 
	57	 	 	0.233	 	 	 	0.255	 	 	 	0.275	 	 	 	0.293	 	 	 	0.309	 	 	 	0.324	 	 	 	0.338	 	 	 	0.350	 	 	 	0.361	 
	54	 	 	0.229	 	 	 	0.251	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.323	 	 	 	0.337	 	 	 	0.350	 	 	 	0.361	 
	51	 	 	0.225	 	 	 	0.248	 	 	 	0.269	 	 	 	0.288	 	 	 	0.305	 	 	 	0.321	 	 	 	0.336	 	 	 	0.349	 	 	 	0.361	 
	48	 	 	0.220	 	 	 	0.243	 	 	 	0.265	 	 	 	0.285	 	 	 	0.303	 	 	 	0.320	 	 	 	0.335	 	 	 	0.349	 	 	 	0.361	 
	45	 	 	0.214	 	 	 	0.239	 	 	 	0.261	 	 	 	0.282	 	 	 	0.301	 	 	 	0.318	 	 	 	0.334	 	 	 	0.348	 	 	 	0.361	 
	42	 	 	0.208	 	 	 	0.234	 	 	 	0.257	 	 	 	0.278	 	 	 	0.298	 	 	 	0.316	 	 	 	0.333	 	 	 	0.348	 	 	 	0.361	 
	39	 	 	0.202	 	 	 	0.228	 	 	 	0.252	 	 	 	0.275	 	 	 	0.295	 	 	 	0.314	 	 	 	0.331	 	 	 	0.347	 	 	 	0.361	 
	36	 	 	0.195	 	 	 	0.222	 	 	 	0.247	 	 	 	0.271	 	 	 	0.292	 	 	 	0.312	 	 	 	0.330	 	 	 	0.346	 	 	 	0.361	 
	33	 	 	0.187	 	 	 	0.215	 	 	 	0.241	 	 	 	0.266	 	 	 	0.288	 	 	 	0.309	 	 	 	0.328	 	 	 	0.345	 	 	 	0.361	 
	30	 	 	0.179	 	 	 	0.208	 	 	 	0.235	 	 	 	0.261	 	 	 	0.284	 	 	 	0.306	 	 	 	0.326	 	 	 	0.345	 	 	 	0.361	 
	27	 	 	0.170	 	 	 	0.199	 	 	 	0.228	 	 	 	0.255	 	 	 	0.280	 	 	 	0.303	 	 	 	0.324	 	 	 	0.343	 	 	 	0.361	 
	24	 	 	0.159	 	 	 	0.190	 	 	 	0.220	 	 	 	0.248	 	 	 	0.274	 	 	 	0.299	 	 	 	0.322	 	 	 	0.342	 	 	 	0.361	 
	21	 	 	0.148	 	 	 	0.179	 	 	 	0.210	 	 	 	0.240	 	 	 	0.268	 	 	 	0.295	 	 	 	0.319	 	 	 	0.341	 	 	 	0.361	 
	18	 	 	0.135	 	 	 	0.167	 	 	 	0.200	 	 	 	0.231	 	 	 	0.261	 	 	 	0.289	 	 	 	0.315	 	 	 	0.339	 	 	 	0.361	 
	15	 	 	0.120	 	 	 	0.153	 	 	 	0.187	 	 	 	0.220	 	 	 	0.253	 	 	 	0.283	 	 	 	0.311	 	 	 	0.337	 	 	 	0.361	 
	12	 	 	0.103	 	 	 	0.137	 	 	 	0.172	 	 	 	0.207	 	 	 	0.242	 	 	 	0.275	 	 	 	0.306	 	 	 	0.335	 	 	 	0.361	 
	9	 	 	0.083	 	 	 	0.117	 	 	 	0.153	 	 	 	0.191	 	 	 	0.229	 	 	 	0.266	 	 	 	0.300	 	 	 	0.332	 	 	 	0.361	 
	6	 	 	0.059	 	 	 	0.092	 	 	 	0.130	 	 	 	0.171	 	 	 	0.213	 	 	 	0.254	 	 	 	0.292	 	 	 	0.328	 	 	 	0.361	 
	3	 	 	0.030	 	 	 	0.060	 	 	 	0.100	 	 	 	0.145	 	 	 	0.193	 	 	 	0.240	 	 	 	0.284	 	 	 	0.324	 	 	 	0.361	 
	0	 	 	0.000	 	 	 	0.000	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.324	 	 	 	0.361	 



 


For example, if the
volume-weighted average price of our Class A common stock as reported during the 10 trading days immediately following the
date on which the notice of redemption is sent to the holders of the warrants is $11 per share, and at such time there are 57
months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise
their warrants for 0.233 shares of Class A common stock for each whole warrant. However, the exact fair market value and
redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the
table or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be
issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth
for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or
366-day year, as applicable. For an example where the exact fair market value and redemption date are not as set forth in the
table above, if the volume-weighted average price of our Class A common stock for the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there
are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature,
exercise their warrants for 0.284 shares of Class A common stock for each whole warrant. In no event will the warrants be
exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant. Once
the average last reported sale price of our Class A common stock exceeds $18.00, we will have the option to redeem the
warrants using this method or as described above under the heading "Redemption of warrants when the price per share of
Class A common stock equals or exceeds $18.00."


 






     


     


    

 


This redemption feature differs
from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption
of warrants for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00
per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to
be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price
of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide
us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above
under "—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00." Holders
choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number
of shares representing the applicable redemption price for their warrants based on an option pricing model with a fixed volatility
input as of the date of the prospectus related to our IPO. This redemption right provides us with an additional mechanism by which
to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure. As such, we would redeem
the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants.


 


As stated above, we can redeem
the warrants when the Class A common stock is trading at a price starting at $10.00, which is below the exercise price of $11.50,
because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with
the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the
warrants when the Class A common stock is trading at a price below the exercise price of the warrants, this could result in the
warrant holders receiving fewer shares of Class A common stock than they would have received if they had exercised their warrants
for shares of Class A common stock if and when the Class A common stock trades at a price higher than the exercise price of $11.50.


 


No fractional shares of Class
A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in
a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder.
If, at the time of redemption, the warrants are exercisable for a security other than the shares of Class A common stock pursuant
to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants
may be exercised for such security.


 


Exercise Limitations. A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person's
affiliates), would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A
common stock outstanding immediately after giving effect to such exercise.


 


Anti-Dilution Adjustments.
If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class
A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such
stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will
be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of
Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will
be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class
A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price
per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if
the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable
for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common
stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares
of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 






     


     


    

 


In addition, if we, at any time
while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to
the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into
which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the
redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our certificate of
incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we have not completed our initial business combination within 18 months
from the closing of the IPO or (ii) with respect to any other provision relating to stockholders' rights or pre-initial business
combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business
combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event,
by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock
in respect of such event.


 


If the number of outstanding
shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares
of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will
be decreased in proportion to such decrease in outstanding shares of Class A common stock.


 


Whenever the number of shares
of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price
will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator
of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior
to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately
thereafter.


 


In case of any reclassification
or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the
par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are
dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants
immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such
a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities
exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes
value (as defined in the warrant agreement) of the warrant. The warrants will be issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement
for a complete description of the terms and conditions applicable to the warrants. The 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 mistake or defective provision,
contained therein but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any
change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment
to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement
warrants, 50% of the number of the then-outstanding private placement warrants.


 


In addition, if (x) we issue
additional shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at a Newly Issued Price of less than $9.20 per share, (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our
initial business combination on the date of the consummation of our initial business combination (net of redemptions), and
the Market Value is below $9.20 per share, then the exercise price of each warrant will be adjusted (to the nearest cent)
such that the effective exercise price per full share will be equal to 115% of the higher of the Market Value and the Newly
Issued Price, and the $18.00 per-share redemption trigger price described under "—Redeemable Warrants—Public
Stockholders' Warrants—Redemption of warrants when the price per share of Class A common stock equals or exceeds
$18.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price, and the $10.00 per-share redemption trigger price described under "—Redeemable Warrants—Public
Stockholders' Warrants—Redemption of warrants when the price per share of Class A common stock equals or exceeds
$10.00" will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
This may make it more difficult for us to consummate an initial business combination with a target business.


 






     


     


    

 


The warrant holders do not have
the rights or privileges of holders of Class A common stock or any voting rights until they exercise their warrants and receive
shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder
will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.


 


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, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the
warrant holder.


 


We have agreed that, subject
to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will
be brought and enforced in the courts of the State of Delaware or the United States District Court for the District of Delaware,
and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding
or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any
claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Our transfer
agent and warrant agent


 


The transfer agent for our common
stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental
Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders,
directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities
in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person
or entity.


 


Our amended
and restated certificate of incorporation


 


Our amended and restated certificate
of incorporation contains certain requirements and restrictions relating to the IPO that will apply to us until the completion
of our initial business combination. These provisions cannot be amended without the approval of the holders of at least 65% of
our outstanding common stock; provided that amendments relating to the appointment or removal of directors prior to our initial
business combination require a resolution passed by the holders of a majority of shares of our Class B common stock. Our initial
stockholders may participate in any vote to amend our certificate of incorporation and will have the discretion to vote in any
manner they choose. Specifically, our certificate of incorporation provides, among other things, that:


 


		Ø	If
                                         we have not completed our initial business combination within 18 months from the closing
                                         of the IPO or during any Extension Period, we will: (i) cease all operations except for
                                         the purpose of winding up; (ii) as promptly as reasonably possible but not more than
                                         ten business days thereafter, redeem the public shares, at a per-share price, payable
                                         in cash, equal to the aggregate amount then on deposit in the trust account including
                                         interest earned on the funds held in the trust account and not previously released to
                                         us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided
                                         by the number of then outstanding public shares, which redemption will completely extinguish
                                         public stockholders' rights as stockholders (including the right to receive further liquidating
                                         distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
                                         subject to the approval of our remaining stockholders and our board of directors, dissolve
                                         and liquidate, subject in in each case to our obligations under Delaware law to provide
                                         for claims of creditors and the requirements of other applicable law;



 


		Ø	We
                                         may not issue additional securities that would entitle the holders thereof, prior to
                                         our initial business combination, to (1) receive funds from the trust account or (2)
                                         vote as a class with our public shares (a) on any initial business combination or (b)
                                         to approve an amendment to our certificate of incorporation;



 


		Ø	In
                                         the event we seek to complete our initial business combination with a business that is
                                         affiliated with our initial stockholders, officers or directors, or any of their affiliates,
                                         we, or a committee of independent directors, will obtain an opinion from an independent
                                         investment banking firm or another independent entity that commonly renders valuation
                                         opinions that our initial business combination is fair to us from a financial point of
                                         view;



 






     


     


    

 


		Ø	If
                                         a stockholder vote on our initial business combination is not required by applicable
                                         law or stock exchange listing rules and we do not decide to hold a stockholder vote for
                                         business or other reasons, we will offer to redeem our public shares pursuant to Rule
                                         13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with
                                         the SEC prior to completing our initial business combination which contain substantially
                                         the same financial and other information about our initial business combination and the
                                         redemption rights as is required under Regulation 14A of the Exchange Act;



 


		Ø	Our
                                         initial business combination must occur with one or more target businesses that together
                                         have an aggregate fair market value of at least 80% of the assets held in the trust account
                                         (excluding the deferred underwriting commissions and taxes payable on the income earned
                                         on the trust account) at the time of the agreement to enter into the initial business
                                         combination;



 


		Ø	If
                                         our stockholders approve an amendment to our certificate of incorporation (i) to modify
                                         the substance or timing of our obligation to allow redemption in connection with our
                                         initial business combination or any amendments to our certificate of incorporation specified
                                         in this paragraph or to redeem 100% of our public shares if we do not complete our initial
                                         business combination within 18 months from the closing of the IPO or (ii) with respect
                                         to any other provisions relating to stockholders' rights or pre-initial business combination
                                         activity, we will provide our public stockholders with the opportunity to redeem all
                                         or a portion of their shares of Class A common stock upon such approval at a per-share
                                         price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
                                         including interest earned on the funds held in the trust account and not previously released
                                         to us to pay our taxes, divided by the number of then outstanding public shares;



 


		Ø	We
                                         will not complete our initial business combination solely with another blank check company
                                         or a similar company with nominal operations; and



 


		Ø	Prior
                                         to the completion of our initial business combination, only holders of the Class B common
                                         stock have the right to vote on the election of directors and holders of a majority of
                                         the outstanding shares of our Class B common stock may remove members of our board of
                                         directors.



 


In addition, our certificate
of incorporation provides that we will only redeem our public shares so long as (after such redemption) our net tangible assets
will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination.


 


Certain
anti-takeover provisions of Delaware law and our certificate of incorporation and bylaws


 


We are subject to the provisions
of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain
circumstances, from engaging in a "business combination" with:


 


		Ø	a
                                         stockholder who owns 15% or more of our outstanding voting stock (otherwise known as
                                         an "interested stockholder");



 


		Ø	an
                                         affiliate of an interested stockholder; or



 


		Ø	an
                                         associate of an interested stockholder, for three years following the date that the stockholder
                                         became an interested stockholder.



 


A "business combination"
includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		Ø	our
                                         board of directors approves the transaction that made the stockholder an "interested
                                         stockholder," prior to the date of the transaction;



 


		Ø	after
                                         the completion of the transaction that resulted in the stockholder becoming an interested
                                         stockholder, that stockholder owned at least 85% of our voting stock outstanding at the
                                         time the transaction commenced, other than statutorily excluded shares of common stock;
                                         or



 


		Ø	on
                                         or subsequent to the date of the transaction, the business combination is approved by
                                         our board of directors and authorized at a meeting of our stockholders, and not by written
                                         consent, by an affirmative vote of at least two-thirds of the outstanding voting stock
                                         not owned by the interested stockholder.



 






     


     


    

 


Our certificate of incorporation
provides that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a
person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings. In addition,
prior to the completion of our initial business combination, only holders of the Class B common stock have the right to vote on
the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of
our board of directors for any reason, which provisions of our amended and restated certificate of incorporation may only be amended
by a resolution passed by the holders of a majority of shares of our Class B common stock.


 


Our authorized but unissued common
stock and preferred stock are available for future issuances without stockholder approval (including a specified future issuance)
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 us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive
forum for certain lawsuits


 


Our 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
shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought
on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or
agent of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action
asserting a claim against our company or any director, officer or employee of our company arising pursuant to any provision of
the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or
any director, officer or employee of our company governed by the internal affairs doctrine except for, as to each of (1) through
(4) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the
jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court
of Chancery within ten days following such determination) or (B) which is vested in the exclusive jurisdiction of a court or forum
other than the Court of Chancery. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought
to enforce any liability or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities
laws, for which the federal district courts of the United States of America shall be the sole and exclusive forum. Although we
believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits
to which it applies, the provision may have the effect of discouraging lawsuits against our directors, officers, other employees
or stockholders. Furthermore, the enforceability of choice of forum provisions in other companies' certificates of incorporation
has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable
or unenforceable.


 


Special
meeting of stockholders


 


Our bylaws provide that special
meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or
by our Chairman.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our bylaws provide for advance
notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than
nominations made by or at the direction of our board of directors or a committee of our board of directors. In order for any matter
to be "properly brought" before a meeting, a stockholder will have to comply with advance notice requirements and provide
us with certain information. Generally, to be timely, a stockholder's notice must be received at our principal executive offices
not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of
stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply
with the notice periods contained therein. Our bylaws also specify requirements as to the form and content of a stockholder's
notice. Our bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct
of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations
are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of
proxies to elect the acquirer's own slate of directors or otherwise attempting to influence or obtain control of us.


 






     


     


    

 


Action
by written consent


 


Subsequent to the consummation
of the offering, any action required or permitted to be taken by our common stockholders must be effected by a duly called annual
or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect
to our Class B common stock.


 


Classified
board of directors


 


Our board of directors is divided
into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our certificate
of incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors.
Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for
cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital
stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of
directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority
of our directors then in office.


 


Class
B common stock consent right


 


For so long as any shares of
Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of
the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision
our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would
alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common
stock. Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.


 


Listing
of securities


 


Our units, Class A common stock
and warrants are listed on Nasdaq under the symbols "KINZU," "KINZ" and "KINZW", respectively.