Exhibit 4.3


 


DESCRIPTION OF SECURITIES


 


Metromile,
Inc. (“we,” “our,” “us,” or the “Company”) has two classes of securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.0001
par value per share (the “Common Stock”), and public warrants, each whole public warrant exercisable for one share of Common
Stock at an exercise price of $11.50 per share (the “Public Warrants”).


 


The following summary of the material terms of our
Common Stock and Public Warrants is not intended to be a complete summary of the rights and preferences of such securities, and is qualified
by reference to our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Second
Amended and Restated Bylaws (the “Bylaws”) and the Public Warrant-related documents described herein, each of which is filed
as an exhibit to our Annual Report on Form 10-K, of which this Exhibit 4.3 is a part, and are incorporated by reference herein. We urge
you to read each of the Certificate of Incorporation, the Bylaws, the Public Warrant-related documents and the applicable provisions of
the Delaware General Corporation Law (the “DGCL”) in their entirety for a complete description of the rights and preferences
of our securities.


 


General


 


Our Certificate of Incorporation authorizes the
issuance of 650,000,000 shares, consisting of 640,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $0.0001 par
value per share. The rights, preferences and privileges of 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 preferred stock that we may issue in the future.


 


Common Stock


 


Except as otherwise required by law or as otherwise
provided in any certificate of designation for any series of preferred stock, the holders of Common Stock possess all voting power for
the election of our directors and all other matters requiring stockholder action. Holders of Common Stock are entitled to one vote for
each share held on all matters to be voted on by stockholders. 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.


 


Holders of our Common Stock have no conversion,
preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to our Common Stock. If we liquidate,
dissolve or wind up, 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.


 


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 is 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 will be 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 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 or the removal of our management.


 


Public Warrants


 


Each whole Public Warrant entitles the registered
holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time
commencing on September 8, 2021. Pursuant to the warrant agreement (the “Warrant Agreement”), a warrantholder may exercise
his, her or its Public Warrants only for a whole number of shares of Common Stock. The warrants will expire five years after the closing
of our initial business combination on February 9, 2021 (the “Business Combination”), at 5:00 p.m., New York time, or
earlier upon redemption or liquidation.


 




     


     


    

 


We will not be obligated to deliver any shares of
Common Stock pursuant to the exercise for cash of a Public Warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of
Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying
our obligations described below with respect to registration. No Public Warrant will be exercisable and we will not be obligated to issue
shares of Common Stock upon exercise of a Public Warrant unless Common Stock issuable upon such Public Warrant exercise has been registered,
qualified or deemed to be exempt from the registration or qualifications requirements of the securities laws of the state of residence
of the registered holder of the Public Warrants. Notwithstanding the foregoing, if a registration statement covering the shares of Common
Stock issuable upon exercise of the public warrants has not been declared effective by the end of 60 business days following the closing
of the Business Combination, warrantholders may, until such time as there if an effective registration statement and during any period
when we shall have failed to maintain an effective registration statement, exercise Public Warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act.


 


Pursuant to the Warrant Agreement, we have filed
with the Securities and Exchange Commission a registration statement for the registration, under the Securities Act, of the shares of
Common Stock issuable upon exercise of the Public Warrants, and are using our best efforts to cause the same to become effective and to
maintain a current prospectus relating to those shares of Common Stock issuable upon the exercise of the Public Warrants, until the Public
Warrants expire or are redeemed, as specified in the Warrant Agreement, which is filed as an exhibit to our Annual Report on Form 10-K,
of which this Exhibit 4.3 is a part.


 


If a registration statement covering the shares
of Common Stock issuable upon exercise of the Public Warrants has not been declared effective by the 60th business day following
the closing of the Business Combination, warrantholders may, until such time as there is an effective registration statement and during
any period when we have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act or another available exemption. Notwithstanding the above, if our 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, and in the event we do not so
elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available.


 


Once the Public Warrants become exercisable, we
may call the Public Warrants for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per Public Warrant;



 


		●	upon not less than 30 days’ prior written notice
of redemption to each warrantholder; and



 


		●	if, and only if, the reported last sale price of the Common
Stock (or the closing bid price of our Common Stock in the event shares of our Common Stock are not traded on any specific day) equals
or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) for any 20 trading days
within a 30 trading-day period ending on the third business day prior to the date on which we send proper notice of such redemption to
the warrantholders.



 


If and when the Public 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.


 


We have established the last of the redemption criterion
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 Public Warrants, each warrantholder will be entitled
to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Common Stock may fall below
the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as
well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 




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If we call the Public Warrants for redemption 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 Public Warrants on a “cashless basis,” our management
will consider, among other factors, our cash position, the number of Public Warrants that are outstanding and the dilutive effect on our
stockholders of issuing the maximum number of shares of Common Stock issuable upon the exercise of our Public Warrants. If our management
takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for
that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common
Stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair
market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average last
reported sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of Public 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 Common Stock to be received upon exercise of the Public 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 the Business Combination.


 


A holder of a Public Warrant may notify us in writing
if it elects to be subject to a requirement that such holder will not have the right to exercise such Public Warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Common Stock
outstanding immediately after giving effect to such exercise.


 


If the number of outstanding shares of Common Stock
is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of 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 Common Stock issuable on exercise
of each Public Warrant will be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to
holders of Common Stock entitling holders to purchase shares of Common Stock at a price less than the fair market value will be deemed
a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of 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 Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of 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 Common Stock, in determining the price payable for 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 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 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 Public
Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Common
Stock on account of such shares of Common Stock (or other shares of our capital stock into which the Public Warrants are convertible),
other than (a) as described above or (b) by certain ordinary cash dividends, 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 Common Stock in respect of such event.


 


If the number of outstanding shares of our Common
Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of 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 Common Stock issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in outstanding
shares of Common Stock.


 






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Whenever the number of shares of Common Stock purchasable
upon the exercise of the Public 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 Common Stock purchasable upon the exercise of the Public Warrants immediately prior to such adjustment, and (y) the denominator
of which will be the number of shares of Common Stock so purchasable immediately thereafter.


 


In case of any reclassification or reorganization
of the outstanding shares of Common Stock (other than those described above or that solely affects the par value of such shares of 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
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 Public Warrants will thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the Public Warrants and in lieu of the shares
of our 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 event, that the holder of the Public Warrants
would have received if such holder had exercised his, her or its Public Warrants immediately before the event. If less than 70% of the
consideration receivable by the holders of 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 Public Warrant properly exercises
the Public Warrant within thirty (30) 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 Warrant Agreement provides that the terms of
the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires
the approval by the holders of at least 65% of the then outstanding Public Warrants to make any change that adversely affects the interests
of the registered holders of Public Warrants.


 


The Public Warrants may be exercised upon surrender
of the Public Warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on
a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Public Warrants being exercised.
The warrantholders do not have the rights or privileges of holders of Common Stock and any voting rights until they exercise their Public
Warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the Public Warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


Warrants may be exercised only for a whole number
of shares of Common Stock. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public 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 Common Stock to be issued to the warrantholder.


 


Anti-Takeover Effects of Delaware Law and the Certificate of Incorporation



 


Some provisions of Delaware law, the Certificate
of Incorporation and our Bylaws contain provisions that 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 interest or in our best interests, including transactions which provide for payment of a premium over the
market price for our shares.


 


Issuance of Undesignated Preferred Stock


 


Our board of directors has the authority, without
further action by the stockholders, to issue up to 10,000,000 shares of preferred stock with rights and preferences, including voting
rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables
our board of directors to make it more difficult to attempt to obtain control of us by means of a merger, tender offer, proxy contest
or otherwise.


 






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Stockholder Meetings


 


Our Bylaws provide that a special meeting of stockholders
may be called only by our chairman of the board, chief executive officer or president, 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 the board of directors or a committee of the board of directors.


 


Elimination of Stockholder Action by Written Consent


 


Our Certificate of Incorporation and our Bylaws
eliminate the right of stockholders to act by written consent without a meeting.


 


Staggered Board


 


Our board of directors is divided into three classes.
The directors in each class will serve for a three-year term, 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 not less than two thirds of the total voting power of all of our outstanding voting stock then 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
Common Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they choose, other
than any directors that holders of our preferred stock may be entitled to elect.


 


Delaware Anti-Takeover Statute


 


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 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 the board of
directors.


 






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Choice of Forum


 


Our Certificate of Incorporation provides that the
Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction,
any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal
district court for the District of Delaware) is the sole and exclusive forum for the following claims or causes of action under Delaware
statutory or common law: (i) any derivative claim or cause of action brought on our behalf; (ii) any claim or cause of action
asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, or other employees to us or
our stockholders; (iii) any claim or cause of action against us or any of our current or former directors, officers or other employees
arising out of or pursuant to any provision of the DGCL, our Certificate of Incorporation or our Bylaws; (iv) any claim or cause
of action seeking to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or our Bylaws (including
any right, obligation, or remedy thereunder); (v) any claim or cause of action as to which the DGCL confers jurisdiction to the Court
of Chancery of the State of Delaware; and (vi) any claim or cause of action against us or any of our current or former directors,
officers, or other employees that is governed by the internal-affairs doctrine, in all cases to the fullest extent permitted by law and
subject to the court having personal jurisdiction over the indispensable parties named as defendants. This choice of forum provision would
not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction, or the Securities Act.


 


Our Certificate of Incorporation further provides
that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, 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. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial
forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against
us and our directors, officers and other employees. Additionally, our Certificate of Incorporation provides that any person or entity
holding, owning or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions.


 


While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder
may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance
that such provisions will be enforced by a court in those other jurisdictions. We note that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.


 


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, would require approval by holders of at least
two-thirds of the total voting power of all of our outstanding voting stock.


 


The provisions of Delaware law, our Certificate
of Incorporation and our 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 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. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice
of and consented to this provision. 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
and officers.


 


 


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