Exhibit 4.2


 


DESCRIPTION
OF CAPITAL STOCK


 


The following description summarizes important
terms of our capital stock and certain provisions of our certificate of incorporation and bylaws. We have summarized certain portions
of our Restated certificate of incorporation and bylaws below. The summary is not complete and is subject to, and is qualified
in its entirety by express reference to, the provisions of certificate of incorporation and bylaws, each of which is filed as an
exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part.


 


General


 


Our authorized capital stock consists of
85,720,000 shares of Class A common stock, par value $0.001 per share 14,280,000 shares of Class B common stock, par
value $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001 per share.


 


Common Stock


 


We have two classes of authorized common
stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B
common stock are identical, except with respect to voting and conversion.


 


Voting. Holders of our
Class A common stock are entitled to one (1) vote for each share held on all matters submitted to a vote of stockholders
and holders of our Class B common stock are entitled to five (5) votes for each share of Class B common stock held
on all matters submitted to a vote of stockholders. Holders of shares of our Class A common stock and Class B common
stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders,
unless otherwise required by Delaware law or our certificate of incorporation. Delaware law could require either holders of our
Class A common stock or Class B common stock to vote separately as a single class in the following circumstances:


 


	 	(1)	if we were to seek to amend our certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and
	 	 	 
	 	(2)	if we were to seek to amend our certificate of incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.


 


Our certificate of incorporation does not
provide for cumulative voting for the election of directors. As a result, the holders of a majority of the voting power of our
outstanding capital stock can elect all of the directors then standing for election. Our certificate of incorporation establishes
a classified board of directors, divided into three classes with staggered three-year terms. Only one class of directors is elected
at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year
terms. An election of directors by our stockholders is determined by a plurality of the votes cast by the stockholders entitled
to vote on the election. Subject to the supermajority votes for some matters, other matters shall be decided by the affirmative
vote of our stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting
on such matter. Our certificate of incorporation and bylaws also provide that our directors may be removed only for cause and only
by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock entitled
to vote thereon. In addition, the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares
of capital stock entitled to vote thereon is required to amend or repeal, or to adopt any provision inconsistent with, several
of the provisions of our certificate of incorporation. See “Anti-Takeover Provisions—Amendment of Charter Provisions”
below. 


 


Dividends. Holders of
common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any
preferential dividend rights of any series of preferred stock that we may designate and issue in the future.


 




     


     


    

 


Liquidation. In the event of our liquidation
or dissolution, the holders of our Class A common stock and Class B common stock will be entitled to receive proportionately our
net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the
prior rights of any outstanding preferred stock. Holders of our common stock will have no preemptive, subscription, redemption
or conversion rights. The rights, preferences and privileges of holders of common stock will be subject to and may be adversely
affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.


 


Change of Control Transactions. In
the case of any distribution or payment in respect of the shares of our Class A common stock or Class B common stock upon a merger
or consolidation with or into any other entity, or other substantially similar transaction, the holders of our Class A common stock
and Class B common stock will be treated equally and identically with respect to shares of Class A common stock or Class B common
stock owned by them; provided, however, shares of each class may receive, or have the right to elect to receive, different or disproportionate
consideration if the only difference in the per share consideration is that the shares to be distributed to a holder of a share
Class B common stock have five (5) times the voting power of any securities distributed to a holder of a share of Class A common
stock.


 


Subdivisions and Combinations. If
we subdivide or combine in any manner outstanding shares of Class A common stock or Class B common stock, the outstanding shares
of the other class will be subdivided or combined in the same manner, unless different treatment of the shares of each class is
approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common
stock, each voting as a separate class.


 


Conversion. Each outstanding
share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In
addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer,
whether or not for value, except for certain permitted transfers described in our certificate of incorporation, including transfers
to family members, trusts solely for the benefit of the stockholder or their family members, distributions or transfers of shares
out to owners of a stockholder, or to partnerships, corporations, and other entities exclusively owned by the stockholder or their
family members, as well as affiliates, subject to certain exceptions. Once converted or transferred and converted into Class A
common stock, the Class B common stock may not be reissued.


 


Rights and Preferences. Holders
of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking funds provisions
applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may
be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue
in the future.


 


Fully Paid and Nonassessable. All
of our outstanding shares of Class A common stock and Class B common stock are fully paid and nonassessable.


 


Preferred Stock


 


Under our certificate of incorporation,
our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder
approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred
stock. 


 


The purpose of authorizing our board of
directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder
vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions,
future financings and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire,
or could discourage a third-party from seeking to acquire, a majority of our outstanding voting stock. There are currently no shares
of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.


 






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Anti-Takeover Provisions


 


Some provisions of Delaware law and our
certificate of incorporation and our bylaws could make the following transactions more difficult: an acquisition of us by means
of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and
directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders
may otherwise consider to be in their best interests or in our best interests, including transactions that provide for payment
of a premium over the market price for our shares.


 


These provisions, summarized below, are
intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage
persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the 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 these proposals because negotiation of these proposals could result in an improvement
of their terms.


 


Undesignated Preferred Stock. The
ability of our board of directors, without action by our stockholders, to issue up to 5,000,000 shares of undesignated preferred
stock with voting or other rights or preferences as designated by our board of directors could impede the success of any attempt
to effect a change in control of our company. These and other provisions may have the effect of deferring hostile takeovers or
delaying changes in control or management of our company. 


 


Dual Class Stock. As described
above in “Common Stock—Voting Rights,” our certificate of incorporation provides for a dual class common
stock structure, which provides holders of our Class B common stock with significant influence over matters requiring stockholder
approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company
or its assets.


 


Stockholder Meetings. Our bylaws
provide that a special meeting of stockholders may be called only by the chairman of our board of directors, our chief executive
officer or president (in the absence of a chief executive officer), or by a resolution adopted by a majority of our board of directors.


 


Requirements for Advance Notification
of Stockholder Nominations and Proposals. Our bylaws establish advance notice procedures with respect to stockholder proposals
to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made
by or at the direction of our board of directors of a committee of our board of directors.


 


Elimination of Stockholder Action by
Written Consent. Any action to be taken by our stockholders must be effected at a duly called annual or special meeting
of stockholders and may not be taken by written consent.


 


Staggered Board. Our board
of directors is divided into three classes. The directors in each class serve a three-year term, with one class being elected each
year by our stockholders. This system of electing and removing directors may tend to discourage a third party from making a tender
offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace
a majority of the directors.


 


Removal of Directors. Our certificate
of incorporation provides that no member of our board of directors may be removed from office by our stockholders except for cause
and, in addition to any other vote required by law, upon the approval of the holders of at least two-thirds in voting power of
the outstanding shares of stock entitled to vote in the election of directors.


  


Stockholders Not Entitled to Cumulative
Voting. Our certificate of incorporation does not permit stockholders to cumulate their votes in the election of directors.
Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors
are able to elect all of the directors standing for election, if they choose. Further, as discussed above, holders of our Class
B common stock are entitled to five (5) votes for each share of Class B common stock held by them, including with respect to election
of directors.


 




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Choice of Forum. 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 will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2)
any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or
agents to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or
as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (4) any action to interpret, apply,
enforce or determine the validity of our certificate of incorporation or bylaws, or (5) any action asserting a claim governed by
the internal affairs doctrine. Under our certificate of incorporation, this exclusive form provision does not apply to claims which
are vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or for
which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction. For instance, the provision would
not apply to actions arising under federal securities laws, including suits brought to enforce any liability or duty created by
the Securities Act, the Exchange Act, or the rules and regulations thereunder.


 


Our certificate of incorporation further
provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint
asserting a cause of action arising under the Securities Act. Our certificate of incorporation also provides that any person or
entity holding, purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of
and to have consented to these choice of forum provisions. It is possible that a court of law could rule that the choice of forum
provision contained in our certificate of incorporation is inapplicable or unenforceable if it is challenged in a proceeding or
otherwise.


 


Amendment of Charter Provisions. The
amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue preferred
stock and the provision prohibiting cumulative voting, would require approval by holders of at least two-thirds in voting power
of the outstanding shares of stock entitled to vote thereon.


 


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


 


Section 203 of the Delaware General
Corporation Law. We are subject to Section 203 of the DGCL, which prohibits persons deemed to be “interested stockholders”
from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date
these persons become interested stockholders unless the business combination is, or the transaction in which the person became
an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested
stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination
of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination”
includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The
existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our board
of directors. 


 


Limitations on Liability and Indemnification
Matters


 


Our certificate of incorporation limits
our directors’ liability to the fullest extent permitted under Delaware law, which prohibits our certificate of incorporation
from limiting the liability of our directors for the following:


 


	 	●	any breach of the director’s duty of loyalty to us or our stockholders;
	 	 	 
	 	●	acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
	 	 	 
	 	●	unlawful payment of dividends or unlawful stock repurchases or redemptions; or
	 	 	 
	 	●	any transaction from which the director derived an improper personal benefit.


 


If Delaware law is amended to authorize
corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will
be eliminated or limited to the fullest extent permitted by Delaware law, as so amended.


 




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Our bylaws provide that we will indemnify
our directors and officers to the fullest extent permitted under Delaware law and that we shall have the power to indemnify our
employees and agents to the fullest extent permitted by law. Our bylaws also permit us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether we
would have the power to indemnify such person against such expense, liability or loss under the DGCL.


 


We have also entered into separate indemnification
agreements with our directors and executive officers, in addition to indemnification provided for in our bylaws. These agreements,
among other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement
amounts incurred by such persons in any action or proceeding arising out of this person’s services as a director or executive
officer or at our request. We believe that these provisions in our certificate of incorporation and bylaws and indemnification
agreements are necessary to attract and retain qualified persons as directors and executive officers.


 


The above description of the limitation
of liability and indemnification provisions of our certificate of incorporation, our bylaws and our indemnification agreements
is not complete and is qualified in its entirety by reference to these documents, each of which is filed as an exhibit to the Annual
Report on Form 10-K of which this Exhibit 4.2 is a part.


 


The limitation of liability and indemnification
provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors
for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers,
even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to
the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.


 


Insofar as indemnification for liabilities
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions,
we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to
which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification
by any director or officer.


 


Listing


 


Our Class A common stock is listed on The
Nasdaq Capital Market under the symbol “LGVN”.


  


Transfer Agent and Registrar


 


The transfer agent and registrar for our
common stock is Colonial Stock Transfer Co, Inc.


 


 


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