Exhibit 4.2


 





DESCRIPTION OF the
registrant’s SECURITIES registered pursuant to section 12

 of the securities
exchange act of 1934, as amended


 


As of December 31, 2019,
Stable Road Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following
three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its Class A common stock, $0.0001 par value per share (“Class A common stock”), (ii) its warrants,
exercisable for one share of class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A
common stock and one-half of one warrant to purchase one share of Class A common stock. In addition, this Description of Securities
also contains a description of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common
stock” or “founder shares”), which is not registered pursuant to Section 12 of the Exchange Act but is convertible
into shares of Class A common stock. The description of the Class B common stock is necessary to understand the material terms
of the Class A common stock.


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value,
10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock,
$0.0001 par value. The following description summarizes the material terms of our securities.


Defined terms used herein and not defined
herein shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K.


Units


Each unit consists of one share of Class A
common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the
holder to purchase one share of our Class A common stock. Pursuant to the warrant agreement, a warrant holder may exercise his,
her or its warrants only for a whole number of shares of common stock. This means that only a whole warrant may be exercised at
any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade.


Common Stock


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders
of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders,
except as required by law. Unless specified in our amended and restated certificate of incorporation, or bylaws, or as required
by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common
stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into
three classes, each of which will generally serve for a term of three years with only one class of directors being elected
in each year. 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. Our stockholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 






    


     


    

We will provide our stockholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of our initial business combination including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The
per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us,
pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and (along with Cantor)
placement shares and any public shares held by them in connection with the completion of our initial business combination. Unlike
many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder
vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation conduct the
redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our
initial business combination. Our amended and restated certificate of incorporation, requires these tender offer documents to contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required
under the SEC’s proxy rules. If, however, stockholder approval of the transaction is required by law, or we decide to obtain
stockholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted
in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy
of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of
capital stock of the company entitled to vote at such meeting.


If we seek stockholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with
any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of Class A common stock sold in our initial public offering, which we refer to as the Excess Shares. However,
we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over
our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with
respect to the Excess Shares if we complete the initial business combination. And, as a result, such stockholders will continue
to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open
market transactions, potentially at a loss.


In the event of a liquidation, dissolution
or winding up of the company after an initial business combination, our stockholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock,
if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no
sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem
their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the
completion of our initial business combination, subject to the limitations described herein.






    


     


    




Founder Shares and Placement Shares


The founder shares and placement shares
are identical to the shares of Class A common stock and holders of founder shares and placement shares have the same stockholder
rights as public stockholders, except that (i) the founder shares and placement shares are subject to certain transfer restrictions,
as described in more detail below, (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed (A) to waive their redemption rights with respect to any founder shares and (along with Cantor) placement
shares and any public shares held by them in connection with the completion of our initial business combination, (B) to waive their
redemption rights with respect to their founder shares and placement shares and any public shares in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation (x) to modify the substance or timing of
our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination within the timeframe set forth in our amended and restated certificate of
incorporation or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any
founder shares and placement shares held by them if we fail to complete our initial business combination within the timeframe set
forth in our amended and restated certificate of incorporation, 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 such
time period, (iii) the founder shares are shares of our Class B common stock that will automatically convert into shares of
our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment
as described herein, and (iv) are entitled to registration rights. If we submit our initial business combination to our public
stockholders for a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any founder shares
and placement shares held by them and any public shares purchased (including in open market and privately negotiated transactions)
in favor of our initial business combination.


The shares of Class B common stock
will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis
(subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further
adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in our initial public offering and related to the closing of the initial
business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock
will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment
with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion
of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total
number of all shares of common stock outstanding upon completion of our initial public offering (excluding the placement units
and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued
in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued,
to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor or its
affiliates upon conversion of loans made to us). If such adjustment is not waived, the issuance would not reduce the percentage
ownership of holders of our Class B common stock, but would reduce the percentage ownership of holders of our Class A
common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of our
common stock. The term “equity-linked securities” refers to any debt or equity securities that are convertible,
exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial
business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued”
for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities,
warrants or similar securities.


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A
common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities
or other property.


Redeemable Warrants


Each whole warrant entitles the registered
holder to purchase one share of our Class A common stock at a price of $11.50 per 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. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant
holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.






    


     


    




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


We have agreed that as soon as practicable,
but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts
to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants,
to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A
common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering
the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the
foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective
within a specified period following 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 provided by Section 3(a)(9) of the Securities Act of
1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is
not available, holders will not be able to exercise their warrants on a cashless basis.


Once the warrants become exercisable, we
may call the warrants for redemption:


•        in
whole and not in part;


•        at
a price of $0.01 per warrant;


•        upon
not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption
period”) to each warrant holder; and


•        if,
and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to
the warrant holders.


If and when the warrants become redeemable
by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not
exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or
qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state
of residence in those states in which the warrants were offered by us in our initial public offering.


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common
stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.






    


     


    

 


If we call the warrants for redemption
as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on
a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon
the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise
price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by
dividing (x) the product of the number of shares of Class A 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 Class A 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.
If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate
the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market
value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby
lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the
cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our
management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise
their placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would
have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in
more detail below.


A holder of a warrant may notify us in
writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant
agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)
of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


If the number of outstanding shares of
Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of
shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Class A common stock issuable on exercise of each whole warrant will be increased
in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A
common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value
will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares
of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such
rights offering that are convertible into or exercisable for Class A common stock) and (ii) one (1) minus the quotient of
(x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these
purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining
the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as
well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average
price of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such rights.


In addition, if we, at any time while
the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the
holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital
stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c)
to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business
combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection with a
stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our
obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our Class A
common stock if we do not complete our initial business combination within the timeframe set forth in our amended and
restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or
pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our
failure to complete our initial business combination, then the 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 of Class A common stock in respect of such event.


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






    


     


    




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


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of
such shares of Class A common stock), 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 of Class A common stock), 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 warrants and in lieu of the shares of our Class A common stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock 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 warrants would have received if such holder had exercised
their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A
common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for
trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for
trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant
within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in
the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of
such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs
during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential
value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate
the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise
the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value
where no quoted market price for an instrument is available.


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 the holders of at least a majority of the then outstanding public warrants to make any
change that adversely affects the interests of the registered holders of public warrants.


In addition, if (x) we issue additional
shares of Class A 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 $9.20 per share of Class A common
stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case
of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such
affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume
weighted average trading day price of our common stock during the 20 trading day period starting on the trading prior to the day
on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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
(or on a cashless basis, if applicable), 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 Class A common stock and any voting rights until they
exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock
upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be
voted on by stockholders.






    


     


    




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 of shares of Class A common stock to be issued to the warrant
holder.


Certain Anti-Takeover Provisions of Delaware Law and our
Amended and Restated 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 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 initial 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.


Our amended and restated certificate of
incorporation 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.


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.


Class B Common Stock Consent Right


For so long as any shares of Class B
common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares
of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our
certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter
or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.
Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.