Exhibit 4.3


 


DESCRIPTION
OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF

 THE SECURITIES EXCHANGE ACT OF 1934


 


As
of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, Health Sciences Acquisitions Corporation
2 (the “Company,” “we,” “us,” or “our”) has one class of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): the Company’s ordinary shares.


 


The
following description of the Company’s capital stock and provisions of the Company’s Amended and Restated Memorandum and
Articles of Association and the Companies Law (2020 Revision) of the Cayman Islands (the “Companies Law”) are summaries and
are qualified in their entirety by reference to the Company’s Amended and Restated Memorandum and Articles of Association and the
text of the Companies Law. Copies of these documents have been filed with the SEC as exhibits to the Annual Report on Form 10-K
to which this description has been filed as an exhibit.


 


General


 


We
are a company incorporated in the Cayman Islands as an exempted company and our affairs are governed by our memorandum and articles of
association, the Companies Law and the common law of the Cayman Islands. We are currently authorized to issue 100,000,000 ordinary shares
of a par value of US$0.0001 and 1,000,000 preference shares of a par value of US$0.0001. The following description summarizes certain
terms of our shares as set out more particularly in our memorandum and articles of association. Because it is only a summary, it may
not contain all the information that is important to you.


 


Ordinary
Shares


 


As
of March 23, 2022, 20,450,000 ordinary shares will be outstanding. Our shareholders of record are entitled to one vote for each share
held on all matters to be voted on by shareholders. In connection with any vote held to approve our initial business combination, all
of our initial shareholders, as well as all of our officers and directors, have agreed to vote their respective ordinary shares owned
by them immediately prior to our initial public offering and any shares purchased in our initial public offering or following our initial
public offering in the open market in favor of the proposed business combination.


 


We
will proceed with the business combination only if we have net tangible assets of at least $5,000,001 upon consummation of such business
combination and an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
who attend and vote at a general meeting of the company will be required to approve the business combination. At least five days’
notice must be given for each general meeting (although we will provide whatever minimum number of days are required under Federal securities
laws). Shareholders may vote at meetings in person or by proxy.


 


The
members of our Board of Directors serve until the next annual general meeting. 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 eligible to vote for the election of directors can elect
all of the directors.


 


Pursuant
to our Amended and Restated Memorandum and Articles of Association, if we do not consummate a business combination by 24 months from
the consummation of our initial public offering, it will trigger our automatic winding up, liquidation and dissolution. Our initial shareholders
have agreed to waive their rights to share in any distribution from the trust account with respect to their insider shares and private
shares upon our winding up, liquidation and dissolution.


 


Our
shareholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable
to the ordinary shares, except that public shareholders have the right to have their public shares converted to cash equal to their pro
rata share of the trust account if they vote on the proposed business combination and the business combination is completed.


 






     


     


    

 


Register
of Members


 


Under
Cayman Islands law, we must keep a register of members and there will be entered therein:


 


		●	the
names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered
as paid, on the shares of each member and the voting rights of the shares of each member;



 


		●	the
date on which the name of any person was entered on the register as a member; and



 


		●	the
date on which any person ceased to be a member.



 


Under
Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register
of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register
of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register
of members. Upon the closing of our initial public offering, the register of members will be immediately updated to reflect the issue
of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to
have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made
to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman
Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that
the register of members does not reflect the correct legal position. If an application for an order for rectification of the register
of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman
Islands court.


 


Private
Warrants


 


Each
private warrant entitles the registered holder to purchase one of our ordinary shares at a price of $11.50 per ordinary share, subject
to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering or
30 days after the completion of our initial business combination. The public and private warrants will expire five years after the date
on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.


 


None
of the private warrants will be redeemable by us so long as they are held by our sponsor or any of its permitted transferees.


 


We
will not be obligated to deliver any ordinary shares pursuant to the exercise of a private warrant and will have no obligation to settle
such private warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying
the private warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described
below with respect to registration. No private warrant will be exercisable and we will not be obligated to issue ordinary shares upon
exercise of a private warrant unless the ordinary shares issuable upon such private 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 private warrants. In the event
that the conditions in the two immediately preceding sentences are not satisfied with respect to a private warrant, the holder of such
private warrant will not be entitled to exercise such private warrant and such private warrant may have no value and expire worthless.
In no event will we be required to net cash settle any private warrant. In the event that a registration statement is not effective for
the exercised private warrants, the purchaser of the private warrant will have paid the full purchase price for the private warrant solely
for the ordinary share underlying such private warrant.


 






    2


     


    

 


If
the number of outstanding ordinary shares is increased by a share dividend payable in ordinary shares, then, on the effective date of
such share dividend, or split-up or similar event, the number of shares issuable on exercise of each warrant will be increased in proportion
to such increase in the outstanding shares.


 


In
addition, if we, at any time while the private warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of ordinary shares on account of their holdings (or other securities into which the private
warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends which are deemed to be dividends of
up to $0.50 per ordinary share per year), (c) to satisfy the redemption rights of the holders of ordinary shares in connection with a
proposed initial business combination or (d) in connection with the redemption of our public shares upon our failure to complete our
initial business combination, then the private 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 in respect of
such event.


 


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


 


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


 


In
case of any reclassification or reorganization of the outstanding shares (other than those described above or that solely affects the
par value of such shares), 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), 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 private warrants and in lieu of the shares
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of ordinary
shares 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 private warrants would have received if such holder
had exercised their private warrants immediately prior to such event. The private warrants will not be adjusted for issuances of ordinary
shares at a price below their respective exercise prices.


 


Our
sponsor does not have the right or privileges of holders of ordinary shares and any voting rights until they exercise their private warrants
and receive ordinary shares. After the issuance of ordinary shares upon exercise of the private warrants, our sponsor will be entitled
to one vote for each share held of record on all matters to be voted on by shareholders.


 


Dividends


 


We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business
combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain
all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the
foreseeable future.


 






    3


     


    

 


Our
Transfer Agent


 


The
transfer agent for our ordinary shares is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York
10004.


 


Listing
of our Ordinary Shares


 


Our
ordinary shares are listed on the Nasdaq Capital Market under the symbol “HSAQ”. We cannot assure you that our ordinary shares
will continue to be listed on Nasdaq as we might not meet certain continued listing standards.


 


Certain
Differences in Corporate Law


 


Cayman
Islands companies are governed by the Companies Law. The Companies Law is modeled on English Law but does not follow recent English Law
statutory enactments and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary
of the material differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated
in the United States and their shareholders.


 


Mergers
and Similar Arrangements. In certain circumstances, the Companies Law allows for mergers or consolidations between two Cayman Islands
companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated
by the laws of that other jurisdiction).


 


Where
the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger
or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a)
a special resolution (usually a majority of 66.6% in value) of the shareholders of each company; or (b) such other authorization, if
any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger
between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its
subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless
the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Law
(which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.


 


Where
the surviving company is the Cayman Islands company, the director of the Cayman Islands exempted company is further required to make
a declaration to the effect that, having made due enquiry, he is of the opinion that the requirements set out below have been met: (i)
that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended
to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign
company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the
transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws
of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company
will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant
foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.


 






    4


     


    

 


Where
the above procedures are adopted, the Companies Law provides for a right of dissenting shareholders to be paid a payment of the fair
value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure
is as follows: (a) the shareholder must give his, her or its written objection to the merger or consolidation to the constituent company
before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares
if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation
is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c)
a shareholder must, within 20 days following receipt of such notice from the constituent company, give the constituent company a written
notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven
days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the
plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company
must make a written offer to each dissenting shareholder to purchase his, her or its shares at a price that the company determines is
the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made,
the company must pay the shareholder such amount; (e) if the company and the shareholder fail to agree a price within such 30 day period,
within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition
with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses
of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the
hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if
any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the
list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of
a dissenting shareholder are not be available in certain circumstances, for example, to dissenters holding shares of any class in respect
of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where
the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the
surviving or consolidated company.


 


Moreover,
Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain
circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies,
commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event
that a merger was sought pursuant to a scheme of arrangement (the procedure of which are more rigorous and take longer to complete than
the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority
in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths
in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy
at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must
be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the
view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:


 


		●	we
are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have
been complied with;



 


		●	the
shareholders have been fairly represented at the general meeting in question;



 


		●	the
arrangement is such as a businessman would reasonably approve; and



 


		●	the
arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to
a “fraud on the minority.”



 


If
a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable
to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing
rights to receive payment in cash for the judicially determined value of the shares.


 


Squeeze-out
Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four
months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms
of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence
of fraud, bad faith, collusion or inequitable treatment of the shareholders.


 






    5


     


    

 


Further,
transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through other means to
these statutory provisions, such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating
business.


 


Shareholders’
Suits. Our Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative
actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions.
In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our
officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities,
which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing
principle apply in circumstances in which:


 


		●	a
company is acting, or proposing to act, illegally or beyond the scope of its authority;



 


		●	the
act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes
which have actually been obtained; or



 


		●	those
who control the company are perpetrating a “fraud on the minority.”



 


A
shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about
to be infringed.


 


Enforcement
of civil liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and may provide
less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United
States.


 


We
have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce
against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of
the United States or any state and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated
upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed
by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of
judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign
court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes
upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign
judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the
grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy
of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court
may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.


 


Special
Considerations for Exempted Companies. We are an exempted company with limited liability under the Companies Law. The Companies Law
distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts
business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company
are essentially the same as for an ordinary company except for the exemptions and privileges listed below:


 


		●	annual
reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of
the Cayman Islands and has complied with the provisions of the Companies Law;



 


		●	an
exempted company’s register of members is not open to inspection;



 






    6


     


    

 


		●	an
exempted company does not have to hold an annual general meeting;



 


		●	an
exempted company may issue negotiable or bearer shares or shares with no par value;



 


		●	an
exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20
years in the first instance);



 


		●	an
exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;



 


		●	an
exempted company may register as a limited duration company; and



 


		●	an
exempted company may register as a segregated portfolio company.



 


Amended
and Restated Memorandum and Articles of Association


 


Our
Amended and Restated Memorandum and Articles of Association filed under the laws of the Cayman Islands contain provisions designed to
provide certain rights and protections to our shareholders prior to the consummation of a business combination. The following are the
material rights and protections contained in our Amended and Restated Memorandum and Articles of Association:


 


		●	the
                                            right of public shareholders to exercise conversion rights and have their public shares redeemed
                                            in lieu of participating in a proposed business combination;



 


		●	a
                                            prohibition against completing a business combination unless we have net tangible assets
                                            of at least $5,000,001 upon consummation of such business combination;



 


		●	a
                                            requirement that if we seek shareholder approval of any business combination, an ordinary
                                            resolution under Cayman Islands law, which requires the affirmative vote of a majority of
                                            the shareholders who attend and vote at a general meeting of the company, will be required
                                            to approve the business combination;



 


		●	a
                                            requirement that directors may call general meetings on their own accord and are required
                                            to call an extraordinary general meeting if holders of not less than 10% in par value of
                                            the issued shares request such a meeting;



 


		●	a
                                            prohibition, prior to a business combination, against our issuing (i) any ordinary shares
                                            or any securities convertible into ordinary shares or (ii) any other securities (including
                                            preferred shares) which participate in or are otherwise entitled in any manner to any of
                                            the proceeds in the trust account or which vote as a class with the ordinary shares on a
                                            business combination;



 


		●	a
                                            requirement that our management take all actions necessary to liquidate our trust account
                                            in the event we do not consummate a business combination by 24 months from the consummation
                                            of our initial public offering;



 


		●	a
                                            prohibition, prior to a business combination, against our issuing (i) any ordinary shares
                                            or any securities convertible into ordinary shares or (ii) any other securities (including
                                            preferred shares) which participate in or are otherwise entitled in any manner to any of
                                            the proceeds in the trust account or which vote as a class with the ordinary shares on a
                                            business combination; and



 


		●	the
                                            limitation on shareholders’ rights to receive a portion of the trust account.



 






    7


     


    

 


The
Companies Law permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval
of the holders of at least two-thirds of such company’s outstanding ordinary shares. A company’s articles of association
may specify that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any Cayman
Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and articles of association
provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business
plan which are contained in our Amended and Restated Memorandum and Articles of Association, we view all of these provisions as binding
obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions
unless we provide dissenting public shareholders with the opportunity to convert their public shares in connection with any such vote.
The foregoing is set forth in our Amended and Restated Memorandum and Articles of Association and cannot be amended.


 


Anti-Money
Laundering — Cayman Islands


 


In
order to comply with legislation or regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money
laundering procedures, and may require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers
and source of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering
procedures (including the acquisition of due diligence information) to a suitable person.


 


We
reserve the right to request such information as is necessary to verify the identity of a subscriber. In some cases, the directors may
be satisfied that no further information is required since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision)
of the Cayman Islands, as amended and revised from time to time (the “Regulations”). Depending on the circumstances of each
application, a detailed verification of identity might not be required where:


 


		(a)	the
subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution;



 


		(b)	the
subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized
jurisdiction; or



 


		(c)	the
application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in,
or formed under the law of, a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying
investors.



 


For
the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in
accordance with the Regulations by reference to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent
anti-money laundering regulations.


 


In
the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse
to accept the application, in which case any funds received will be returned without interest to the account from which they were originally
debited.


 


We
also reserve the right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment
to such shareholder may be non-compliant with applicable anti-money laundering or other laws or regulations, or if such refusal is considered
necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.


 


If
any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is
engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came
to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person
will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the
Proceeds of Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii)
a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision)
of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will
not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.


 






    8


     


    

 


Cayman
Islands Data Protection


 


We
have certain duties under the Data Protection Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted
principles of data privacy.


 


Privacy
Notice


 


Introduction


 


This
privacy notice puts our shareholders on notice that through your investment in the company you will provide us with certain personal
information which constitutes personal data within the meaning of the DPL (“personal data”).


 


In
the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires
otherwise.


 


Investor
Data


 


We
will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could
be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the
extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which
we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical
and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data
and against the accidental loss, destruction or damage to the personal data.


 


In
our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates
and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors”
for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to
us.


 


We
may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating
to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact
details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence
records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.


 


Who
this Affects


 


If
you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements
such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in
relation your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy
Notice to such individuals or otherwise advise them of its content.


 


How
the Company May Use Your Personal Data


 


The
company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:


 


		(i)	where
this is necessary for the performance of our rights and obligations under any purchase agreements;



 


		(ii)	where
this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering
and FATCA/CRS requirements); and/or



 


		(iii)	where
this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights
or freedoms.



 






    9


     


    

 


Should
we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will
contact you.


 


Why
We May Transfer Your Personal Data


 


In
certain circumstances, we may be legally obliged to share personal data and other information with respect to your shareholding with
the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may
exchange this information with foreign authorities, including tax authorities.


 


We
anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain
entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 


The
Data Protection Measures We Take


 


Any
transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance
with the requirements of the DPL.


 


We
and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures
designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage
to, personal data.


 


We
shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms
or those data subjects to whom the relevant personal data relates.


 


Staggered
Board of Directors


 


Our
Amended and Restated Memorandum and Articles of Association 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.


 


Extraordinary
General Meeting


 


Our
Amended and Restated Memorandum and Articles of Association provide that extraordinary general meetings 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 shareholder proposals and director nominations


 


Our
Amended and Restated Memorandum and Articles of Association provide that shareholders seeking to bring business before our annual general
meeting, or to nominate candidates for election as directors at our annual general meeting must provide timely notice of their intent
in writing. To be timely, a shareholder’s notice will need to be delivered to our principal executive offices not later than the
close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual
general meeting. Our Amended and Restated Memorandum and Articles of Association also specify certain requirements as to the form and
content of a shareholders’ meeting. These provisions may preclude our shareholders from bringing matters before our annual general
meeting or from making nominations for directors at our annual general meeting.


 


Authorized
but unissued shares


 


Our
authorized but unissued ordinary shares and preferred shares are available for future issuances without shareholder approval 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 ordinary shares and preferred shares could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


 


10