Exhibit 4.3


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE ACT OF 1934, AS AMENDED


 


The following summary of the material terms
of our Class A common stock is not intended to be a complete summary of the rights and preferences of such securities, and is qualified
by reference to the Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) and the
Amended and Restated Bylaws (our “Bylaws”), each of which is an exhibit incorporated by reference into the Annual Report on
Form 10-K of which this exhibit is a part. This summary is qualified in its entirety to those documents.


 


Authorized and Outstanding Stock


 


Our Certificate of Incorporation authorizes the
issuance of 111,000,000 shares of capital stock, $0.0001 par value per share, consisting of (a) 110,000,000 shares of common stock, including
100,000,000 shares of Class A common stock and 10,000,000 shares of Class F common stock, and (b) 1,000,000 shares of preferred stock
(the “Preferred Stock”).


 


As of December 31, 2021, we had 33,965,804 shares
of Class A common stock outstanding. As of December 31, 2021, we had reserved the following shares of Class A common stock for issuance:


 


	 	 	 	Nature of Reserve	 	As of December 31, 2021	 
	 	a.	 	 	Indemnification reserve: Upon the expiration of the indemnification period of two years as described in the Business Combination Agreement, subject the payments of indemnity claims, if any, the Company will issue up to 750,000 Common shares to former Onyx shareholders	 	 	750,000	 
	 	b.	 	 	EIP reserve: Shares reserved for future issuance under the stockholder approved Parts iD, Inc. 2020 Equity Incentive Plan	 	 	4,112,248	 
	 	c.	 	 	ESPP reserve: Shares reserved for future issuance under the stockholder approved Parts iD, Inc. 2020 Employee Stock Purchase Plan	 	 	2,043,582	 
	 	 	 	 	Total shares reserved for future issuance	 	 	6,905,830	 



 


Further, pursuant to the Business Combination
Agreement, the Sponsor has a right to 1,502,129 shares of Class A common stock should its price exceed $15.00 per share for any thirty-day
trading period during the 730 calendar days after the effective date of the Business Combination.


 


As of March 5, 2022, there were no shares
of Class F common stock outstanding, and no shares of Preferred Stock outstanding. The outstanding shares of common stock are duly
authorized, validly issued, fully paid and non-assessable.


 


Class A Common Stock


 


Voting Power


 


Except as otherwise required by law or as otherwise
provided in any certificate of designation for any series of Preferred Stock, the holders of Class A common stock possess all voting power
for the election of our directors and all other matters requiring stockholder action. Holders of Class A common stock and Class F common
stock are entitled to one vote per share, voting together as a single class, on matters to be voted on by stockholders.


 


Dividends


 


Subject to the rights of holders of Preferred
Stock, holders of Class A common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the
Board in its discretion out of funds legally available therefor. We have not paid any cash dividends on the Class A common stock to date.
We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash
dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the board
of directors (the “Board”) and will depend on, among other things, our results of operations, financial condition, cash requirements,
contractual restrictions and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited
by covenants of any existing and future outstanding indebtedness incurred.


 






     


     


    

 


Liquidation, Dissolution and Winding Up


 


In the event of our voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up, the holders of the Class A common stock, together with holders of Class F common stock,
will be entitled to receive an amount of all of our assets of whatever kind available for distribution to stockholders, after the rights
of the holders of the preferred stock have been satisfied, ratably in proportion to the number of shares of Class A common stock (on an
as-converted basis with respect to the Class F common stock) held.


 


Preemptive or Other Rights


 


Our stockholders have no preemptive or other
subscription rights and there are no sinking fund, redemption provisions or conversion provisions applicable to Class A common stock.


 


Class A Common Stock as Potentially Limited
by Issuance of Preferred Stock


 


The Certificate of Incorporation provides that
shares of Preferred Stock may be issued from time to time in one or more series. The Board is authorized to fix the voting rights, if
any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations
and restrictions thereof, applicable to the shares of each series of Preferred Stock. The Board is able to, without stockholder approval,
issue Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the
Class A common stock and could have anti-takeover effects. The ability of our Board to issue Preferred Stock without stockholder approval
could have the effect of delaying, deferring or preventing a change of control of the Company or the removal of existing management.


 


Certain Anti-Takeover Provisions of Delaware
Law and our Certificate of Incorporation and Bylaws


 


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


 


	 	●	a stockholder who owns 15% 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 15% of our assets. However, the above provisions of Section 203 do not apply if:


 


	 	●	our Board 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 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.


 


Our authorized but unissued capital 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 capital 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.


 






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Exclusive forum for certain lawsuits


 


Our Certificate of Incorporation requires, to
the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for
breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought
outside of Delaware, the stockholder bringing such suit will be deemed to have consented to service of process on such stockholder’s
counsel. In addition, our Bylaws require that the federal district courts of the United States shall be the sole and exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, unless and
until our Bylaws are amended in this respect, the exclusive forum provision shall not apply to claims seeking to enforce any liability
or duty created by the Exchange Act. Any person or entity purchasing or otherwise acquiring any interest in our shares of common stock
shall be deemed to have notice of and to have consented to these provisions of our Certificate of Incorporation and Bylaws. In addition,
Section 22 of the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision
restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would
enforce such a provision. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations
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.


 


Special meetings of stockholders


 


Our Bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our Board, by our Chief Executive Officer or by our Chairman of the Board.


 


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 will need to be received
by the Company secretary at 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 anniversary of the immediately preceding annual meeting of
stockholders. Pursuant to Rule 14a-8 of the Securities Act, proposals seeking inclusion in our annual proxy statement must comply
with the notice periods contained therein. 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.


 


No action by written consent


 


Our Certificate of Incorporation provides that
any action required or permitted to be taken by our stockholders must be effected by a duly called annual or special meeting of such stockholders
and may not be effected by written consent of the stockholders.


 






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Classified Board of Directors


 


Our Certificate of Incorporation provides that
our Board is divided into two classes, Class I and Class II, with members of each class serving staggered two-year terms and that
the authorized number of directors may be changed only by resolution of the Board. 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.


 


There is no cumulative voting with respect
to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can
elect all of the directors within the class of directors up for election.


 


Subject to the terms of any Preferred Stock, any
or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority
of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting
together as a single class. Any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only
by vote of a majority of our directors then in office.


 


Our Transfer Agent


 


The transfer agent for our common stock is Continental
Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its role as transfer
agent, its agents and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs
and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such
person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii)
we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required
reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports)
preceding the sale.


 


Persons who have beneficially owned restricted
shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period
only a number of securities that does not exceed the greater of:


 


	 	●	1% of the total number of shares of common stock then outstanding; or


 


	 	●	the average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.


 


Sales by our affiliates under Rule 144 are also
limited by manner of sale provisions and notice requirements and to the availability of current public information about us.


 


 


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