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, Healthcare Merger 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 the 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, as amended, 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 capital stock.


 


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. A warrantholder 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 warrantholder. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a
whole warrant.


 


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, as amended, 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 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, as amended, 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,
as amended, 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, a 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, as amended, 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 


 


The
founder shares are identical to the shares of Class A common stock and holders of founder shares have the same stockholder
rights as public stockholders, except that (i) the founder 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 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, as amended, (x) to modify the substance or timing of our obligation
to allow redemption 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, as amended,
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 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, as amended, 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.


 






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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, 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 30 days after the completion of our initial business combination.
Pursuant to the warrant agreement, a warrantholder 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 warrantholder.


 


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.


 






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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, warrantholders
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 warrantholder; 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 warrantholders.



 


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 warrantholder 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 warrantholders
would have been required to use had all warrantholders been required to exercise their warrants on a cashless basis, as described
in more detail below.


 






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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, as amended (i) to modify the substance
or timing of our obligation to allow redemption 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, as amended 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.


 






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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 price of our common stock during the 20 trading day period starting
on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Vavlue”)
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 warrantholders 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.


 






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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 warrantholder.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation, As Amended, 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, as amended, 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 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.




 


 


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