Exhibit 10.2


 


SECOND
AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PENSARE ACQUISITION CORP.


 


___________,
2019


 


Pensare
Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY AS FOLLOWS:


 


1.
The name of the Corporation is “Pensare Acquisition Corp.” The original certificate of incorporation
of the Corporation was filed with the Secretary of State of the State of Delaware (the “Secretary of State”)
on April 7, 2016 (the “Original Certificate”). The first certificate of amendment of the Original Certificate
was filed with the Secretary of State on May 10, 2016. The second certificate of amendment of the Original Certificate was filed
with the Secretary of State on December 19, 2016. The third certificate of amendment of the Original Certificate was filed with
the Secretary of State on May 11, 2017. The Amended and Restated Certificate of Incorporation (the “First Amended
and Restated Certificate”), was filed on July 27, 2017 which both restates and amends the provisions of the Original
Certificate, as amended.


 


2.
This Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”),
which both restates and amends the provisions of the First Amended and Restated Certificate, was duly adopted in accordance with
Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the affirmative vote of the Corporation’s
stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”).


 


3.
The text of the First Amended and Restated Certificate is hereby restated and amended in its entirety to read as follows:


 


Article
I

NAME


 


The
name of the corporation is [________] (the “Corporation”).


 


Article
II

PURPOSE


 


The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall
possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment
of the business or purposes of the Corporation. 


 






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Article
III

REGISTERED AGENT


 


The
street address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County
of New Castle, State of Delaware 19801, and the name of the Corporation’s registered agent at such address is The Corporation
Trust Company.


 


Article
IV

CAPITALIZATION


 


Section
4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001
per share, which the Corporation is authorized to issue is 505,000,000 shares, consisting of (a) 500,000,000 shares of common
stock, par value $0.0001 per share (the “Common Stock”), and (b) 5,000,000 shares of preferred stock,
par value $0.0001 per share (the “Preferred Stock”).


 


Section
4.2 Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly
authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish
from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations,
powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications,
limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the
issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”)
filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now
or hereafter, to adopt any such resolution or resolutions.


 


Section
4.3 Common Stock.


 


(a)
Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation),
the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the
stockholders on which the stockholders generally are entitled to vote.


 


(b)
Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation),
at any annual or special meeting of the stockholders of the Corporation, the holders of the Common Stock shall have the exclusive
right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders, and no
holder of any series of Preferred Stock, as such, shall be entitled to any voting powers in respect thereof. Notwithstanding the
foregoing, except as otherwise required by law or this Second Amended and Restated Certificate (including a Preferred Stock Designation),
the holders of the Common Stock shall not be entitled to vote on any amendment to this Second Amended and Restated Certificate
(including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series
of the Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of
one or more other such series, to vote thereon pursuant to this Second Amended and Restated Certificate (including any Preferred
Stock Designation) or the DGCL.


 






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(c)
Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders
of the Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital
stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation
legally available therefor, and shall share equally on a per share basis in such dividends and distributions.


 


(d)
Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event
of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment
of the debts and other liabilities of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining
assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the
Common Stock held by them.


 


Section
4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the
holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants
and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration,
times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the
consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value
thereof.


 


 Article
V

BOARD OF DIRECTORS


 


Section
5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board.
In addition to the powers and authority expressly conferred upon the Board by statute, this Second Amended and Restated Certificate
or the Bylaws of the Corporation (“Bylaws”), the Board is hereby empowered to exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the
DGCL, this Second Amended and Restated Certificate, and the Bylaws.


 


Section
5.2 Number, Election and Term.


 


(a)
The number of directors of the Corporation shall be not less than three, with at least one director in each of Class I, Class
II and Class III. The exact number of directors shall be fixed from time to time by the action of a majority of the entire Board,
provided that no decrease in the number of directors shall shorten the term of any incumbent director.


 






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(b)
Subject to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible and
designated Class I, Class II and Class III. The Board is authorized to assign members of the Board already in office to Class
I, Class II or Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders
of the Corporation following the effectiveness of this Second Amended and Restated Certificate; the term of the initial Class
II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this
Second Amended and Restated Certificate; and the term of the initial Class III Directors shall expire at the third annual meeting
of the stockholders of the Corporation following the effectiveness of this Second Amended and Restated Certificate. At each succeeding
annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation
following the effectiveness of this Second Amended and Restated Certificate, successors to the class of directors whose term expires
at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors
in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof, if the number of directors
is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors
in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any
incumbent director. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board
already in office to the aforesaid classes at the time this Second Amended and Restated Certificate (and therefore such classification)
becomes effective in accordance with the DGCL.


 


(c)
Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term
expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death,
resignation, retirement, disqualification or removal.


 


(d)
Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.


 


Section
5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting
from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification,
removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even
if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office
for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred
and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation,
retirement, disqualification or removal.


 


Section
5.4 Removal. Subject to Section 5.5 hereof, any or all of the directors may be removed from office at any time with
cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.


 


Section
5.5 Preferred Stock -_Directors. Notwithstanding any other provision of this Article V, and except as otherwise
required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by
class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other
features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second
Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of
the classes created pursuant to this Article V unless expressly provided by such terms.


 






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Article
VI

BYLAWS


 


In
furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized
to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend,
alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided,
however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required
by law, this Second Amended and Restated Certificate (including any Preferred Stock Designation), or by the Bylaws, the affirmative
vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders
to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by
the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.


 


Article
VII

MEETINGS OF STOCKHOLDERS; ADVANCE NOTICE


 


Section
7.1 Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the
requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the
Board, Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and
the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence,
special meetings of stockholders may not be called by another person or persons.


 


Section
7.2 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought
by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.


 


Section
7.3 Stockholder Action by Written Consent Without a Meeting. The stockholders of the Corporation may not take action by
written consent without a meeting but must take any such actions at a duly called annual or special meeting.


 


Article
VIII

LIMITED LIABILITY; INDEMNIFICATION


 


Section
8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability
or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification
or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder
in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.


 






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Section
8.2 Indemnification and Advancement of Expenses.


 


(a)
To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify
and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”)
by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee
benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or
agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments,
fines, ERISA excise taxes, damages, claims and penalties and amounts paid in settlement) reasonably incurred by such indemnitee
in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses
(including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance
of its final disposition; provided, however, if the DGCL requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered
by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s
receipt of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined
that such indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification
and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to
an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to
enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized
by the Board.


 


(b)
The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be
exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Second Amended and Restated Certificate,
the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.


 


(c)
Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption
of any other provision of this Second Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless
otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to
provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish
or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent
provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising
out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.


 






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(d)
This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted
by law, to indemnify and to advance expenses to persons other than indemnitees.


 


Article
IX

FORUM


 


Section
9.1 Forum. Unless the Corporation consents in writing to the selection of an alternative forum, 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 a 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 arising pursuant
to any provision of the DGCL or this Certificate of Incorporation or the Corporation’s Bylaws, or (iv) any action asserting
a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or if the Court of
Chancery does not have jurisdiction, another state court located within the State of Delaware, or if no state court located within
the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in all cases subject to the court’s
having personal jurisdiction over the indispensable parties named as defendants.


 


Section
9.2 Foreign Action. If any action the subject matter of which is within the scope of Section 9.1 is filed in a court
other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder,
such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within
the State of Delaware in connection with any action brought in any such court to enforce Section 9.1 (an “FSC
Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action
by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.


 


Section
9.3 Severability. If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable
as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the
validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article
IX (including, without limitation, each portion of any sentence of this Article IX containing any such provision held
to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of
such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person
or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have
notice of and consented to the provisions of this Article IX.


 



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Article
X

CORPORATE OPPORTUNITY


 


The
doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of
its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine
would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Second Amended and Restated
Certificate or in the future. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other
corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is
offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the
Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.


 


Article
XI

AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


 


The
Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in
this Second Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the
laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by
this Second Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences
and privileges herein conferred upon stockholders, directors or any other persons by and pursuant to this Second Amended and Restated
Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article XI.


 


[Signature
Page Follows]


 



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IN
WITNESS WHEREOF, Pensare Acquisition Corp. has caused this Second Amended and Restated Certificate to be duly executed and acknowledged
in its name and on its behalf by an authorized officer as of the date first set forth above.


	 	 	 
	 	PENSARE
    ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:
    


 


 


[Signature Page to Second Amended and
Restated Certificate of Incorporation]