Exhibit
4.8


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


 


General


 


As
of February 17, 2021, MTBC, Inc. (the “Company”) has two classes of securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, par value $0.001 per share;
and (ii) our 11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred
Stock”).


 


The
following description summarizes the most important terms of our common stock and Series A Preferred Stock. This summary does
not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation,
certificate of designations of the Series A Preferred Stock, and amended and restated bylaws, copies of which have been incorporated
by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.8 is a part. For a complete description of
our capital stock, you should refer to our amended and restated certificate of incorporation, certificate of designations of the
Series A Preferred Stock, and amended and restated bylaws, and to the applicable provisions of Delaware law.


 


Our
authorized capital stock consists of 29,000,000 shares of common stock, $0.001 par value per share, and 7,000,000 shares of preferred
stock, $0.001 par value per share, of which 6,750,000 have been designated Series A Preferred Stock. The outstanding shares of
our common stock and Series A Preferred Stock are fully paid and nonassessable.


 


Common
Stock


 


Listing


 


Our
common stock trades on the Nasdaq Global Market under the symbol “MTBC.”


 


Dividend
Rights


 


Subject
to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock will be
entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue
dividends and then only at the times and in the amounts that our board of directors may determine.


 


Voting
Rights


 


Holders
of our common stock are entitled to one vote for each share held on all matters properly submitted to a vote of stockholders on
which holders of common stock are entitled to vote. We have not provided for cumulative voting for the election of directors in
our amended and restated certificate of incorporation. The directors will be elected by a plurality of the outstanding shares
entitled to vote on the election of directors. Our amended and restated certificate of incorporation establishes a classified
board of directors that is divided into two classes, with staggered two year terms, as set forth in more detail under the subsection
titled “Classified Board” below.


 


No
Preemptive or Similar Rights


 


Our
common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.


 


Right
to Receive Liquidation Distributions


 


If
we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders
would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that
time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of
liquidation preferences, if any, on any outstanding shares of preferred stock.


 




    	 	 	 



    	 



    

 


Preferred
Stock


 


Our
board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series,
to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences
and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further
vote or action by our stockholders. Our board of directors can also increase (but not above the total number of authorized shares
of the class) or decrease (but not below the number of shares then outstanding) the number of shares of any series of preferred
stock, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred
stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common
stock or other series of preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible
financings, acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing
a change in our control of our company and might adversely affect the market price of our common stock and the voting and other
rights of the holders of our common stock.


 


Series
A Preferred Stock


 


Listing


 


Our
Series A Preferred Stock trades on the Nasdaq Global Market under the symbol “MTBCP.”


 


No
Maturity, Sinking Fund or Mandatory Redemption


 


The
Series A Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption. Shares of
the Series A Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase them. Since
November 4, 2020, we have the right to redeem the Series A Preferred Stock. A description of these redemption rights is described
in the section entitled “Redemption” below. We are not required to set aside funds to redeem the Series A Preferred
Stock.


 


Ranking


 


The
Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon our
liquidation, dissolution or winding up:


 


	 	(1)	senior
    to all classes or series of our common stock and to all other equity securities issued by us other than equity securities
    referred to in clauses (2) and (3) below;
	 	 	 
	 	(2)	on
    a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a
    parity with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets
    upon our liquidation, dissolution or winding up;
	 	 	 
	 	(3)	junior
    to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series
    A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation,
    dissolution or winding up (please see the section entitled “Voting Rights” below); and
	 	 	 
	 	(4)	effectively
    junior to all of our existing and future indebtedness (including indebtedness convertible to our common stock or preferred
    stock) and to any indebtedness and other liabilities of (as well as any preferred equity interests held by others in) our
    existing subsidiaries.


 




    	 	 	 



    	 



    

 


Dividends


 


Holders
of shares of the Series A Preferred Stock are entitled to receive, when, as and if declared by our board of directors, out of
funds of the Company legally available for the payment of dividends, cumulative cash dividends at the rate of 11% of the $25.00
per share liquidation preference per annum (equivalent to $2.75 per annum per share). Dividends on the Series A Preferred Stock
shall be payable monthly on the 15th day of each month; provided that if any dividend payment date is not a business day, as defined
in the certificate of designations, then the dividend that would otherwise have been payable on that dividend payment date may
be paid on the next succeeding business day and no interest, additional dividends or other sums will accrue on the amount so payable
for the period from and after that dividend payment date to that next succeeding business day. Any dividend payable on the Series
A Preferred Stock, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in our stock records for the
Series A Preferred Stock at the close of business on the applicable record date, which shall be the last day of the calendar month,
whether or not a business day, immediately preceding the month in which the applicable dividend payment date falls. As a result,
holders of shares of Series A Preferred Stock will not be entitled to receive dividends on a dividend payment date if such shares
were not issued and outstanding on the applicable dividend record date.


 


No
dividends on shares of Series A Preferred Stock shall be authorized by our board of directors or paid or set apart for payment
by us at any time when the terms and provisions of any agreement of ours, including any agreement relating to our indebtedness,
prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting
apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization,
payment or setting apart for payment shall be restricted or prohibited by law.


 


Notwithstanding
the foregoing, dividends on the Series A Preferred Stock will accrue whether or not we have earnings, whether or not there are
funds legally available for the payment of those dividends and whether or not those dividends are declared by our board of directors.
No interest, or sum in lieu of interest, will be payable in respect of any dividend payment or payments on the Series A Preferred
Stock that may be in arrears, and holders of the Series A Preferred Stock will not be entitled to any dividends in excess of full
cumulative dividends described above. Any dividend payment made on the Series A Preferred Stock shall first be credited against
the earliest accumulated but unpaid dividend due with respect to those shares.


 


Unless
full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods,
no dividends (other than in shares of common stock or in shares of any series of preferred stock that we may issue ranking junior
to the Series A Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or
winding up) shall be declared or paid or set aside for payment upon shares of our common stock or preferred stock that we may
issue ranking junior to, or on a parity with, the Series A Preferred Stock as to the payment of dividends or the distribution
of assets upon liquidation, dissolution or winding up. Nor shall any other distribution be declared or made upon shares of our
common stock or preferred stock that we may issue ranking junior to, or on a parity with, the Series A Preferred Stock as to the
payment of dividends or the distribution of assets upon liquidation, dissolution or winding up. Also, any shares of our common
stock or preferred stock that we may issue ranking junior to or on a parity with the Series A Preferred Stock as to the payment
of dividends or the distribution of assets upon liquidation, dissolution or winding up shall not be redeemed, purchased or otherwise
acquired for any consideration (or any moneys paid to or made available for a sinking fund for the redemption of any such shares)
by us (except by conversion into or exchange for our other capital stock that we may issue ranking junior to the Series A Preferred
Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up).


 


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


 




    	 	 	 



    	 



    

 


Liquidation
Preference


 


In
the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series A Preferred
Stock will be entitled to be paid out of the assets we have legally available for distribution to our shareholders, subject to
the preferential rights of the holders of any class or series of our capital stock we may issue ranking senior to the Series A
Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference
of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment,
before any distribution of assets is made to holders of our common stock or any other class or series of our capital stock we
may issue that ranks junior to the Series A Preferred Stock as to liquidation rights.


 


In
the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient
to pay the amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding
amounts payable on all shares of other classes or series of our capital stock that we may issue ranking on a parity with the Series
A Preferred Stock in the distribution of assets, then the holders of the Series A Preferred Stock and all other such classes or
series of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions
to which they would otherwise be respectively entitled.


 


Holders
of Series A Preferred Stock will be entitled to written notice of any such liquidation, dissolution or winding up no fewer than
30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions
to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of our remaining assets.
The consolidation or merger of us with or into any other corporation, trust or entity or of any other entity with or into us,
or the sale, lease, transfer or conveyance of all or substantially all of our property or business, shall not be deemed a liquidation,
dissolution or winding up of us.


 


Redemption


 


Optional
Redemption. Since November 4, 2020, we may, at our option, upon not less than 30 nor more than 60 days’ written notice,
redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of
$25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption.


 


Redemption
Procedures. In the event we elect to redeem Series A Preferred Stock, the notice of redemption will be mailed to each holder
of record of Series A Preferred Stock called for redemption at such holder’s address as it appears on our stock transfer
records, not less than 30 nor more than 60 days prior to the redemption date, and will state the following:


 


	 	●	the
    redemption date;
	 	 	 
	 	●	the
    number of shares of Series A Preferred Stock to be redeemed;
	 	 	 
	 	●	the
    redemption price;
	 	 	 
	 	●	the
    place or places where certificates (if any) for the Series A Preferred Stock are to be surrendered for payment of the redemption
    price; and
	 	 	 
	 	●	that
    dividends on the shares to be redeemed will cease to accumulate on the redemption date.


 


If
less than all of the Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also
specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. No failure to give such notice or
any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of
Series A Preferred Stock except as to the holder to whom notice was defective or not given.


 




    	 	 	 



    	 



    

 


Holders
of Series A Preferred Stock to be redeemed shall surrender the Series A Preferred Stock at the place designated in the notice
of redemption and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon the redemption
following the surrender. If notice of redemption of any shares of Series A Preferred Stock has been given and if we have irrevocably
set aside the funds necessary for redemption in trust for the benefit of the holders of the shares of Series A Preferred Stock
so called for redemption, then from and after the redemption date (unless default shall be made by us in providing for the payment
of the redemption price plus accumulated and unpaid dividends, if any), dividends will cease to accrue on those shares of Series
A Preferred Stock, those shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights of the holders
of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid dividends, if any,
payable upon redemption. If any redemption date is not a business day, then the redemption price and accumulated and unpaid dividends,
if any, payable upon redemption may be paid on the next business day and no interest, additional dividends or other sums will
accrue on the amount payable for the period from and after that redemption date to that next business day. If less than all of
the outstanding Series A Preferred Stock is to be redeemed, the Series A Preferred Stock to be redeemed shall be selected pro
rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method we determine.


 


In
connection with any redemption of Series A Preferred Stock, we shall pay, in cash, any accumulated and unpaid dividends to, but
not including, the redemption date, unless a redemption date falls after a dividend record date and prior to the corresponding
dividend payment date, in which case each holder of Series A Preferred Stock at the close of business on such dividend record
date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption
of such shares before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends,
whether or not in arrears, on shares of the Series A Preferred Stock to be redeemed.


 


Unless
full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods,
no shares of Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously
redeemed and we shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (except
by exchanging it for our capital stock ranking junior to the Series A Preferred Stock as to the payment of dividends and distribution
of assets upon liquidation, dissolution or winding up); provided, however, that the foregoing shall not prevent the purchase or
acquisition by us of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders
of all outstanding shares of Series A Preferred Stock.


 


Subject
to applicable law, we may purchase shares of Series A Preferred Stock in the open market, by tender or by private agreement. Any
shares of Series A Preferred Stock that we acquire may be retired and reclassified as authorized but unissued shares of preferred
stock, without designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.


 


Voting
Rights


 


Holders
of the Series A Preferred Stock do not have any voting rights, except as set forth below or as otherwise required by law.


 


On
each matter on which holders of Series A Preferred Stock are entitled to vote, each share of Series A Preferred Stock will be
entitled to one vote. In instances described below where holders of Series A Preferred Stock vote with holders of any other class
or series of our preferred stock as a single class on any matter, the Series A Preferred Stock and the shares of each such other
class or series will have one vote for each $25.00 of liquidation preference (excluding accumulated dividends) represented by
their respective shares.


 




    	 	 	 



    	 



    

 


Whenever
dividends on any shares of Series A Preferred Stock are in arrears for eighteen or more monthly dividend periods, whether or not
consecutive, the number of directors constituting our board of directors will be automatically increased by two (if not already
increased by two by reason of the election of directors by the holders of any other class or series of our preferred stock we
may issue upon which like voting rights have been conferred and are exercisable and with which the Series A Preferred Stock is
entitled to vote as a class with respect to the election of those two directors) and the holders of Series A Preferred Stock (voting
separately as a class with all other classes or series of preferred stock we may issue upon which like voting rights have been
conferred and are exercisable and which are entitled to vote as a class with the Series A Preferred Stock in the election of those
two directors) will be entitled to vote for the election of those two additional directors (the “preferred stock directors”)
at a special meeting called by us at the request of the holders of record of at least 25% of the outstanding shares of Series
A Preferred Stock or by the holders of any other class or series of preferred stock upon which like voting rights have been conferred
and are exercisable and which are entitled to vote as a class with the Series A Preferred Stock in the election of those two preferred
stock directors (unless the request is received less than 90 days before the date fixed for the next annual or special meeting
of shareholders, in which case, such vote will be held at the earlier of the next annual or special meeting of shareholders),
and at each subsequent annual meeting until all dividends accumulated on the Series A Preferred Stock for all past dividend periods
and the then current dividend period have been fully paid or declared and a sum sufficient for the payment thereof set aside for
payment. In that case, the right of holders of the Series A Preferred Stock to elect any directors will cease and, unless there
are other classes or series of our preferred stock upon which like voting rights have been conferred and are exercisable, any
preferred stock directors elected by holders of the Series A Preferred Stock shall immediately resign and the number of directors
constituting the board of directors shall be reduced accordingly. In no event shall the holders of Series A Preferred Stock be
entitled under these voting rights to elect a preferred stock director that would cause us to fail to satisfy a requirement relating
to director independence of any national securities exchange or quotation system on which any class or series of our capital stock
is listed or quoted. For the avoidance of doubt, in no event shall the total number of preferred stock directors elected by holders
of the Series A Preferred Stock (voting separately as a class with all other classes or series of preferred stock we may issue
upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series
A Preferred Stock in the election of such directors) under these voting rights exceed two.


 


If
a special meeting is not called by us within 30 days after request from the holders of Series A Preferred Stock as described above,
then the holders of record of at least 25% of the outstanding Series A Preferred Stock may designate a holder to call the meeting
at our expense.


 


If,
at any time when the voting rights conferred upon the Series A Preferred Stock are exercisable, any vacancy in the office of a
preferred stock director shall occur, then such vacancy may be filled only by a written consent of the remaining preferred stock
director, or if none remains in office, by vote of the holders of record of the outstanding Series A Preferred Stock and any other
classes or series of preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled
to vote as a class with the Series A Preferred Stock in the election of the preferred stock directors. Any preferred stock director
elected or appointed may be removed only by the affirmative vote of holders of the outstanding Series A Preferred Stock and any
other classes or series of preferred stock upon which like voting rights have been conferred and are exercisable and which classes
or series of preferred stock are entitled to vote as a class with the Series A Preferred Stock in the election of the preferred
stock directors, such removal to be effected by the affirmative vote of a majority of the votes entitled to be cast by the holders
of the outstanding Series A Preferred Stock and any such other classes or series of preferred stock, and may not be removed by
the holders of the common stock.


 


So
long as any shares of Series A Preferred Stock remain outstanding, we will not, without the affirmative vote or consent of the
holders of at least two-thirds of the votes entitled to be cast by the holders of the Series A Preferred Stock outstanding at
the time, given in person or by proxy, either in writing or at a meeting (voting together as a class with all other series of
parity preferred stock that we may issue upon which like voting rights have been conferred and are exercisable), (a) authorize
or create, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to the Series A
Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up
or reclassify any of our authorized capital stock into such shares, or create, authorize or issue any obligation or security convertible
into or evidencing the right to purchase any such shares; or (b) amend, alter, repeal or replace our amended and restated certificate
of incorporation, including by way of a merger, consolidation or otherwise in which we may or may not be the surviving entity,
so as to materially and adversely affect and deprive holders of Series A Preferred Stock of any right, preference, privilege or
voting power of the Series A Preferred Stock (each, an “Event”). An increase in the amount of the authorized preferred
stock, including the Series A Preferred Stock, or the creation or issuance of any additional Series A Preferred Stock or other
series of preferred stock that we may issue, or any increase in the amount of authorized shares of such series, in each case ranking
on a parity with or junior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets
upon liquidation, dissolution or winding up, shall not be deemed an Event and will not require us to obtain two-thirds of the
votes entitled to be cast by the holders of the Series A Preferred Stock and all such other similarly affected series, outstanding
at the time (voting together as a class).


 




    	 	 	 



    	 



    

 


The
foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding shares of Series A Preferred Stock shall have been redeemed or called for redemption
upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.


 


Except
as expressly stated in the certificate of designations or as may be required by applicable law, the Series A Preferred Stock do
not have any relative, participating, optional or other special voting rights or powers and the consent of the holders thereof
shall not be required for the taking of any corporate action.


 


Information
Rights


 


During
any period in which we are not subject to Section 13 or 15(d) of the Exchange Act and any shares of Series A Preferred Stock are
outstanding, we will use our best efforts to (i) transmit by mail (or other permissible means under the Exchange Act) to all holders
of Series A Preferred Stock, as their names and addresses appear on our record books and without cost to such holders, copies
of the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that we would have been required to file with the Securities
and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other
than any exhibits that would have been required) and (ii) promptly, upon request, supply copies of such reports to any holders
or prospective holder of Series A Preferred Stock. We will use our best effort to mail (or otherwise provide) the information
to the holders of the Series A Preferred Stock within 15 days after the respective dates by which a periodic report on Form 10-K
or Form 10-Q, as the case may be, in respect of such information would have been required to be filed with the SEC, if we were
subject to Section 13 or 15(d) of the Exchange Act, in each case, based on the dates on which we would be required to file such
periodic reports if we were a “non-accelerated filer” within the meaning of the Exchange Act.


 


No
Conversion Rights


 


The
Series A Preferred Stock is not convertible into our common stock or any other security.


 


No
Preemptive Rights


 


No
holders of the Series A Preferred Stock will, as holders of Series A Preferred Stock, have any preemptive rights to purchase or
subscribe for our common stock or any other security.


 


Exclusive
Jurisdiction


 


Our
amended and restated 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, to the fullest extent permitted by law, be the sole and exclusive
forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary
duty owed by any of our directors, officers or other employees or agents to us or our stockholders; (iii) any action asserting
a claim against us arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation, certificate
of designations of the Series A Preferred Stock, or amended and restated bylaws; (iv) any action to interpret, apply, enforce
or determine the validity of our amended and restated certificate of incorporation, certificate of designations of the Series
A Preferred Stock, or our amended and restated bylaws; or (v) any action asserting a claim against us governed by the internal
affairs doctrine, in each such case, subject to said Court of Chancery having personal jurisdiction over the indispensable parties
named as defendants therein. This exclusive forum provision will not apply to any causes of action arising under the Securities
Act or the Exchange Act. Although our amended and restated certificate of incorporation contains the choice of forum provision
described above, it is possible that a court could rule that such a provision is inapplicable for a particular claim or action
or that such provision is unenforceable.


 




    	 	 	 



    	 



    

 


Anti-Takeover
Provisions


 


The
provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws may have
the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which
are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons
seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection
of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a
proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.


 


Delaware
Law


 


We
are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL. In general, Section 203 prohibits
a public Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:


 


	 	●	prior
    to the date the interested stockholder obtained such status, the board of directors of the corporation approved either the
    business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	upon
    consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned
    at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
    of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those
    shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants
    do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or
    exchange offer; or
	 	 	 
	 	●	on
    or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized
    at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock
    which is not owned by the interested stockholder.


 


A
“business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to an
interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns,
or within three years of the date on which it is sought to be determined whether such person is an “interested stockholder,”
did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring
or preventing a change in our control.


 


Our
amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that could
deter hostile takeovers or delay or prevent changes in control of our management team, including the following:


 


	 	●	Classified
    Board. Our amended and restated certificate of incorporation and amended and restated bylaws provide that our Board is
    classified into two classes of directors with staggered two year terms. A third party may be discouraged from making a tender
    offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace
    a majority of the directors on a classified board of directors.
	 	 	 
	 	●	Advance
    Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide for advance
    notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates
    for election as directors at our annual meeting of stockholders. Our amended and restated bylaws also specify certain requirements
    regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing
    matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders
    if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer
    from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to
    obtain control of our company.


 




    	 	 	 



    	 



    

 


	 	●	No
    Cumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate
    votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended
    and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting. The directors
    shall be elected by a plurality of the outstanding shares entitled to vote on the election of directors.
	 	 	 
	 	●	Directors
    Removed Only for Cause. Our amended and restated certificate of incorporation provides that stockholders may remove directors
    only for cause and with the affirmative vote of 50.1% of the outstanding shares entitled to cast their vote for the election
    of directors.
	 	 	 
	 	●	Issuance
    of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders,
    to issue up to 7,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated
    from time to time by our board of directors. Our Series A Preferred Stock has been and is being issued under this authority.
    The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult
    or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.