Exhibit
4.7


 


WINVEST
ACQUISITION CORP.


 


DESCRIPTION
OF SECURITIES


 


General


 


As
of December 31, 2021, WinVest Acquisition Corp. (the “Company,” “we,” “us” or “our”)
had four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
units, common stock, rights and warrants. The following description of our securities summarizes certain provisions of our amended and
restated certificate of incorporation, our bylaws, the warrant agreement, dated September 14, 2021, between the Company and Continental
Stock Transfer & Trust Company and the rights agreement, dated September 14, 2021, between the Company and Continental Stock Transfer
& Trust Company. Defined terms used herein, but otherwise not defined, shall have the meaning ascribed to them in our Annual Report
on Form 10-K to which this description is filed as an exhibit.


 


Our
amended and restated certificate of incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $0.0001, and
1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes all of the material terms of
our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description
you should refer to our amended and restated certificate of incorporation, bylaws, warrant agreement and rights agreement.


 


Units


 


Each
unit consists of one share of common stock, one right and one redeemable warrant. Each right entitles the holder to receive one-fifteenth
(1/15) of a share of common stock. Each redeemable warrant entitles the holder thereof to purchase one half of one share of common stock.
Each redeemable warrant has an exercise price $11.50 per whole share and shall expire on the five-year anniversary of the consummation
of our initial business combination. We will not issue fractional shares. As a result, you must have 15 rights to receive a share of
common stock at the closing of the initial business combination and you must exercise warrants in multiples of two warrants, at a price
of $11.50 per full share, subject to adjustment, to validly exercise your warrants.


 


The
common stock, rights and warrants comprising the units began separate trading on October 4, 2021. Holders of our units have the option
to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer
agent in order to separate the units into shares of common stock, rights and warrants.


 


Common
Stock


 


Our
holders of record of our common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In
connection with any vote held to approve our initial business combination, our insiders, officers, directors and advisory board members
have agreed to vote their respective shares of common stock, including both the insider shares and any shares acquired in our initial
public offering or thereafter in the open market, in favor of the proposed business combination.


 


We
will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that would
cause our net tangible assets to be less than $5,000,001 upon consummation of the initial business combination and a majority of the
outstanding shares of common stock voted are voted in favor of the business combination.


 




    	 



    	 



    

 


Pursuant
to our amended and restated certificate of incorporation, if we do not consummate our initial business combination within 15 months from
the closing of our initial public offering (or up to 21 months from the closing of our initial public offering if we extend the period
of time to consummate a business combination), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our insiders and advisory board members
have agreed to waive their rights to share in any distribution with respect to their insider shares, although they will be entitled to
liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business
combination within the prescribed time period. However, if we anticipate that we may not be able to consummate our initial business combination
within 15 months, we may, by resolution of our board of directors if requested by our sponsor, extend the period of time to consummate
a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination),
subject to the deposit of additional funds into the trust account by our sponsor or its affiliates or designees as set out below. Our
stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of our
amended and restated certificate of incorporation, in order for the time available for us to consummate our initial business combination
to be extended, our sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must
deposit into the trust account $1,150,000 ($0.10 per unit, up to an aggregate of $2,300,000), on or prior to the date of the applicable
deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan and would be repaid,
if at all, from funds released to us upon completion of our initial business combination. In the event that we receive notice from our
sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing
such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the
applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor is not obligated to fund the trust account
to extend the time for us to complete our initial business combination.


 


Our
stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable
to the shares of common stock, except that public stockholders have the right to sell their shares to us in any tender offer or have
their shares of common stock 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. If we hold a stockholder vote to amend any provisions of our amended and restated
certificate of incorporation relating to stockholders’ rights or pre-business combination activity (including the substance or
timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem
their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote.
In either of such events, converting stockholders would be paid their pro rata portion of the trust account promptly following consummation
of the business combination or the approval of the amendment to the amended and restated certificate of incorporation. Public stockholders
who sell or convert their stock into their share of the trust account still have the right to exercise the warrants that they received
as part of the units. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid
such amounts.


 


Insider
Shares


 


The
insider shares are identical to the shares of common stock included in the units sold in our initial public offering, and our insiders
have the same stockholder rights as public stockholders, except that (i) the insider shares are subject to certain transfer restrictions,
as described in more detail below and (ii) our insiders and members of our advisory board have agreed (A) to vote their insider shares
and any public shares acquired in or after our initial public offering in favor of any proposed business combination, (B) not to propose,
or vote in favor of, (x) an amendment to our amended and restated certificate of incorporation that would affect the substance or timing
of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the
closing of our initial public offering (or up to 21 months from the closing of our initial public offering if we extend the period of
time to consummate a business combination) or (y) which adversely affects the rights of our public stockholders, unless we provide our
public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, net of taxes payable, divided by the number of then
outstanding public shares, (C) not to convert any shares (including the insider shares) into the right to receive cash from the trust
account in connection with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us
in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our amended and restated
certificate of incorporation relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination within 15 months from the closing of our initial public offering (or up to 21 months from the closing
of our initial public offering if we extend the period of time to consummate a business combination), and (D) that the insider shares
shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated.


 




    	 



    	 



    

 


The
insider shares are currently held in an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company,
acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released
from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date on which
the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the consummation of our initial business
combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months
after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business
combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders
having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions referred to
above include (1) transfers among the insiders, to our officers, directors, advisors and employees, (2) transfers to an insider’s
affiliates or its members upon its liquidation, (3) transfers to relatives and trusts for estate planning purposes, (4) transfers by
virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order, (6) private
sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to us for cancellation
in connection with the consummation of an initial business combination, in each case (except for clause 7) where the transferee agrees
to the terms of the escrow agreement and forfeiture, as the case may be, as well as the other applicable restrictions and agreements
of the holders of the insider shares.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation authorizes 1,000,000 shares of undesignated preferred stock, $0.0001 par value. Pursuant
to our amended and restated certificate of incorporation, our board of directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other
rights of the holders of common stock. However, the underwriting agreement we entered into in connection with our initial public
offering prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds
of the trust account, or which votes as a class with the common stock on our initial business combination. We may issue some or all of
the preferred stock to effect our initial business combination. In addition, the preferred stock could be utilized as a method of discouraging,
delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we reserve
the right to do so in the future.


 


Redeemable
Warrants


 


Public
Warrants


 


Each
redeemable warrant entitles the registered holder to purchase one half of one share of common stock at a price of $11.50 per full share,
subject to adjustment as discussed below, at any time commencing on the later of the completion of an initial business combination and
12 months from the closing of our initial public offering. Because the warrants may only be exercised for whole numbers of shares, only
an even number of warrants may be exercised at any given time. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.
However, except as set forth below, no warrants will be exercisable for cash unless we have an effective and current registration statement
covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common
stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants
is not effective within 90 days from the consummation of our initial business combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided
that such exemption is available. In such event, each holder would pay the exercise price by surrendering the 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 warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares
of common stock for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to
purchase 150 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 35 shares without the
payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise
their warrants on a cashless basis. The warrants will expire five years from the consummation of a Business Combination at 5:00 p.m.,
Eastern Standard Time.


 




    	 



    	 



    

 


We
may call the outstanding warrants for redemption (including the private warrants and warrants underlying the units that may be issued
upon conversion of working capital loans), in whole and not in part, at a price of $0.01 per warrant:


 


	 	●	at
    any time while the warrants are exercisable;
	 	 	 
	 	●	upon
    not less than 30 days’ prior written notice of redemption to each warrant holder;
	 	 	 
	 	●	if,
    and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock
    splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-day trading period ending on
    the third business day prior to the notice of redemption to warrant holders (the “Force-Call Provision”), and
	 	 	 
	 	●	if,
    and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants
    at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the
    date of redemption.


 


The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and
after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s
warrant upon surrender of such warrant.


 


The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.


 


If
we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the 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 warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of
our 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 warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless
basis” will depend on a variety of factors including the price of our common shares at the time the warrants are called for redemption,
our cash needs at such time and concerns regarding dilutive share issuances.


 


In
addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per share of common stock
(with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described
above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.


 




    	 



    	 



    

 


The
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority
of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.


 


The
exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the
warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.


 


The
warrants may be exercised upon surrender of the 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, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant
holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants
and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled
to one vote for each share held of record on all matters to be voted on by stockholders.


 


Except
as described above, no public warrants will be exercisable for cash and we will not be obligated to issue shares of common stock unless
at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the
warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws
of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts
to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants
until the expiration of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current
prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants
and we will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon
the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions
in which the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants
may have no value, the market for the warrants may be limited and the warrants may expire worthless.


 


Warrant
holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be
able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess
of 9.9% of the shares of common stock outstanding. Notwithstanding the foregoing, any person who acquires a warrant with the purpose
or effect of changing or influencing the control of our company, or in connection with or as a participant in any transaction having
such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying shares of common
stock and not be able to take advantage of this provision.


 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of common stock
to be issued to the warrant holder.


 


An
exchange offer made to both the publicly traded warrants and the warrants held by our sponsor on the same terms will not constitute an
amendment requiring consent of any warrant holder.


 


Private
Warrants


 


The
private warrants are identical to the public warrants.


 




    	 



    	 



    

 


Rights


 


Each
right represents the right to receive one-fifteenth (1/15) of one share of common stock upon the consummation of our initial business
combination, so each holder of 15 rights will receive one share of common stock upon consummation of our initial business combination,
whether or not we will be the surviving entity and even if the holder of such right redeemed all common stock held by him, her or it
in connection with the initial business combination or an amendment to our amended and restated certificate of incorporation with respect
to our pre-business combination activities. No fractional shares will be issued upon conversion of any rights, so holders must hold rights
in denominations of 15 in order to receive a share of our common stock at the closing of our initial business combination. No additional
consideration will be required to be paid by a holder of rights in order to receive his, her or its additional common stock upon consummation
of an initial business combination as the consideration related thereto has been included in the unit purchase price paid for by investors
in our initial public offering. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by
affiliates of ours).


 


As
soon as practicable upon the occurrence of our initial business combination, we will direct holders of the rights to return their rights
certificates to Continental Stock Transfer & Trust Company, in its capacity as rights agent. Upon receipt of the rights certificate,
in a business combination in which we will be the surviving entity, we will issue to the registered holder of such rights the number
of full shares of our common stock to which the holder is entitled.


 


If
we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement
will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the
transaction on an as-converted into common stock basis, and each holder of a right will be required to affirmatively convert his, her
or its rights in order to receive the one-fifteenth (1/15) share underlying each right (without paying any additional consideration)
upon consummation of the business combination. More specifically, the right holder will be required to indicate his, her or its election
to convert the rights into underlying shares as well as to return the original rights certificates to us.


 


If
we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust
account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from
our assets held outside of the trust account with respect to such rights, and the rights will expire worthless.


 


Promptly
upon the consummation of our initial business combination, we will direct registered holders of the rights to return their rights to
our rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s) the number of full
shares of common stock to which he, she or it is entitled. We will notify registered holders of the rights to deliver their rights to
the rights agent promptly upon consummation of such business combination and have been informed by the rights agent that the process
of exchanging their rights for common stock should take no more than a matter of days. The foregoing exchange of rights is solely ministerial
in nature and is not intended to provide us with any means of avoiding our obligation to issue the shares underlying the rights upon
consummation of our initial business combination. Other than confirming that the rights delivered by a registered holder are valid, we
will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure
to deliver securities to the holders of the rights upon consummation of an initial business combination. Additionally, in no event will
we be required to net cash settle the rights. Accordingly, the rights may expire worthless.


 


We
will not issue any fractional shares upon conversions of the rights once the units separate, and no cash will be payable in lieu thereof.
As a result, a holder must have 15 rights to receive one share of common stock at the closing of the initial business combination. In
the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, we will reserve
the option, to the fullest extent permitted by applicable law, to deal with any such fractional entitlement at the relevant time as we
see fit, which would include the rounding down of any entitlement to receive common stock to the nearest whole share (and in effect extinguishing
any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued)
and to aggregate the same with any future fractional entitlement to receive shares in the company until the holder is entitled to receive
a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being
made to the holder of the relevant rights, such that value received on exchange of the rights may be considered less than the value that
the holder would otherwise expect to receive. All holders of rights shall be treated in the same manner with respect to the issuance
of shares upon conversions of the rights.


 






    	 



    	 



    

 


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


 


Dividends


 


We
have not paid any cash dividends on our shares of common stock 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.


 


Our
Transfer Agent, Rights and Warrant Agent


 


The
transfer agent for our securities, rights agent for our rights and warrant agent for our warrants is Continental Stock Transfer &
Trust Company, 1 State Street, 30th Floor, New York, NY 10004-1561.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws


 


We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of our initial public offering.
This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination”
with:


 


	 	●	a
    stockholder who owns 10% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
	 	 	 
	 	●	an
    affiliate of an interested stockholder; or
	 	 	 
	 	●	an
    associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


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


 


	 	●	our
    board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date
    of the transaction;
	 	 	 
	 	●	after
    the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
    least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common
    stock; or
	 	 	 
	 	●	on
    or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a
    meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting
    stock not owned by the interested stockholder.


 




    	 



    	 



    

 


Exclusive
Forum For Certain Lawsuits


 


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 shall be the sole and exclusive forum for any stockholder (including a beneficial owner)
to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of
fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders,
(iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of
the Delaware General Corporation Law or the Corporation’s certificate of incorporation or bylaws or (iv) any action asserting a
claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each
of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to
the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of
Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than
the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Our amended and restated 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 the resolution of any complaint
asserting a cause of action arising under the federal securities laws of the United States, including, in each case, the applicable rules
and regulations promulgated thereunder.


 


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. Furthermore, the
enforceability of choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings,
and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.


 


Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a Chairman of the Board or a Chief Executive Officer,
or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that 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 must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice must be received by the Secretary at the principal at our executive offices not later than the close of business on the 90th day
nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day
before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business
on the 10th day following the day on which public announcement of the date of the annual meeting is first made. Our bylaws also specify
certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from
bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Authorized
but unissued shares


 


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


 


Board
of Directors


 


The
election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy
at the meeting and entitled to vote thereon.