Exhibit 4.2


 





DESCRIPTION OF SECURITIES REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


As of March 30, 2020, Juniper Industrial
Holdings, Inc. (the “Company” or “we,” “us,” and “our”) had the following classes
of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(1) units, each consisting of one share of Class A common stock and one-half of one redeemable warrant (“Units”), (2)
shares of Class A common stock, $0.0001 par value (“Class A common stock”) and (3) warrants, each whole warrant exercisable
for one share of Class A common stock at an exercise price of $11.50 (“Warrants”). Our Units, Class A common stock
and Warrants are listed on the NYSE under the symbols “JIH.U,” “JIH” and “JIH WS,” respectively.
The following description summarizes the material terms of our registered securities. Because it is only a summary, it may not
contain all the information that is important to you.


Certain Terms


Unless otherwise stated in this Exhibit
or the context otherwise requires, references to:


		·	“public shares” are to shares of our Class A Common Stock sold as part of the units in our initial public offering
(whether they were purchased in our initial public offering or thereafter in the open market);



		·	“public stockholders” are to the holders of our public shares, including, without limitation, our initial stockholders
and members of our management team to the extent our initial stockholders and/or members of our management team have purchased
public shares, provided that each initial stockholder’s and member of our management team’s status as a “public
stockholder” shall only exist with respect to such public shares;



		·	“management” or our “management team” are to our executive officers and directors;



		·	“sponsor” are to Juniper Industrial Sponsor, LLC, a Delaware limited liability company, which is owned and controlled
by Roger Fradin, our Chairman and Chief Executive Officer, and certain other investors;



		·	“initial stockholders” are to holders of our founder shares prior to our initial public offering.



		·	“common stock” are to our Class A common stock and our Class B common stock, collectively;



		·	“founder shares” are to shares of our Class B common stock, 8,625,000 of which are currently outstanding and have
been issued to our initial stockholders prior to our initial public offering and the shares of our Class A common stock issued
upon the conversion thereof; and



		·	“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with
the closing of our initial public offering.







    


     


    

 


General


Pursuant to our amended and restated
certificate of incorporation (the “Certificate of Incorporation”), our authorized capital stock will consist of 500,000,000
shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common stock, $0.0001 par value (“Class B
common stock”), and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes
the material terms of our capital stock. Because it is only a summary, it may not contain all the information that is important
to you.


Units


Each Unit has an offering price of $10.00
and consists of one whole share of Class A common stock and one-half of one Warrant. Each whole Warrant entitles the holder thereof
to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in the registration
statement on Form S-1 (No. 333-234264) (the “Registration Statement”). Pursuant to the warrant agreement dated November
13, 2019, between the Company and Continental Stock Transfer & Trust Company (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 and only whole Warrants will trade.
Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole Warrant.


The Class A common stock and Warrants
comprising the Units began separate trading on December 20, 2019. Holders have the option to continue to hold Units or separate
their Units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate
the Units into shares of Class A common stock and Warrants.


Common Stock


Upon the closing of our initial public
offering, 43,125,000 shares of our common stock were outstanding, consisting of:


		·	34,500,000 shares of our Class A common stock underlying the Units being offered in our initial public offering; and



		·	8,625,000 shares of Class B common stock held by our initial stockholders.



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 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 Certificate of Incorporation or bylaws (the “Bylaws”), or as required by
applicable provisions of the General Corporation Law of Delaware, as amended (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.



    


     


    

 


Because the Certificate of Incorporation
authorizes the issuance of up to 500,000,000 shares of Class A common stock, if we were to enter into a business combination, we
may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock
which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder
approval in connection with our business combination.


In accordance with the New York Stock
Exchange (“NYSE”) corporate governance requirements, we are not required to hold an annual meeting until no later than
one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however,
required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with the Bylaws, unless
such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect
new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section
211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to
the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to
the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Prior to the completion of an initial business combination,
any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition,
prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of
the board of directors for any reason.


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 franchise and income taxes, divided by the number of then outstanding public shares, subject
to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public
share. 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 underwriter. 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 any public
shares held by them in connection with the completion of our 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 the Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities
and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing our initial business
combination. The 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, 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 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. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated
transactions, if any, could result in the approval of our business combination even if a majority of our public stockholders vote,
or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our
outstanding shares of common stock voted, non-votes will have no effect on the approval of our business combination once a quorum
is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of
any such meeting, if required, at which a vote shall be taken to approve our business combination. These quorum and voting thresholds,
and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.






    


     


    

 


If we seek stockholder approval of our
initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender
offer rules, the 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
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 business combination.
Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our 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 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.


If we seek stockholder approval in connection
with our business combination, our initial stockholders have agreed to vote their founder shares and any public shares purchased
after our initial public offering in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need 12,937,500, or 37.5%, of the 34,500,000 public shares sold in our initial public offering to be voted
in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.
Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the
proposed transaction (subject to the limitation described in the preceding paragraph).


Pursuant to the Certificate of Incorporation,
if we are unable to complete our business combination within 24 months from the closing of our initial public offering, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account
and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law. Our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed 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 business combination within 24 months from the closing of our initial
public offering. However, if our initial stockholders acquire public shares after our initial public offering, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our business combination
within the prescribed time period.






    


     


    

 


In the event of a liquidation, dissolution
or winding up of the company after a 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 included in the Units being sold in our initial public offering, 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 any public shares held by
them in connection with the completion of our business combination and (B) 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 business combination within 24 months
from the closing of our initial public offering, 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 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, or at any time prior thereto at the option of the holder, on a one-for-one basis,
subject to adjustment pursuant to certain anti-dilution rights, as described herein and (iv) are entitled to registration rights.
If we submit our business combination to our public stockholders for a vote, our initial stockholders have agreed to vote any founder
shares held by them and any public shares purchased after our initial public offering 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 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 plus all shares of Class A common stock and equity-linked securities
issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or
to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares of Class
B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.






    


     


    

 


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 closing
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.


Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will
not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business
combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions
of the Certificate of Incorporation may only be amended by a resolution passed by a majority of our Class B common stock. With
respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business
combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a
single class, with each share entitling the holder to one vote.






    


     


    

 


Dividends


We have not paid any cash dividends on
our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
conditions subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time. Our board of directors is not currently contemplating and
does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


Preferred Stock


The Certificate of Incorporation will
provide that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized
to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights
and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors 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 common stock and could have anti-takeover effects. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control
of us or the removal of existing management. We have no preferred stock outstanding on the date hereof. Although we do not currently
intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred
stock were issued or registered in our initial public offering.


Warrants


Public Stockholders’ 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 twelve 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 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.
No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Accordingly, unless you
purchase at least two Units, you will not be able to receive or trade a whole Warrant. 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 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 twenty business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares
of Class A common stock issuable upon exercise of the Warrants. We will use our commercially reasonable efforts to cause the same
to become effective within 60 business days following our initial business combination and to maintain the effectiveness of such
registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the
provisions of the Warrant Agreement. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a
Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their Warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


Redemption of Warrants for Cash.
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 (the “30-day redemption period”) to each Warrant
holder; and



		·	if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading
days within a 30-trading day period 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 exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws.






    


     


    

 


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 well as the $11.50 (for whole shares) Warrant exercise price after the redemption
notice is issued.


Redemption of Warrants for Class A
Common Stock. Commencing ninety days after the Warrants become exercisable, we may redeem the outstanding Warrants:


		·	in whole and not in part;



		·	at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able
to exercise their Warrants prior to redemption and receive that number of shares determined by reference to the table below, based
on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise
described below;



		·	if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per
stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to
the date on which we send the notice of redemption to the Warrant holders;



		·	if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares
of Class A common stock) as the outstanding public warrants, as described above; and



		·	if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable
upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice
of redemption is given, or an exemption from registration is available.



The numbers in the table below represent
number of Class A common stock that a Warrant holder will receive upon exercise in connection with a redemption by us pursuant
to this redemption feature, based on the fair market value of our Class A common stock on the corresponding redemption date (assuming
holders elect to exercise their Warrants and such Warrants are not redeemed for $0.10 per Warrant), determined based on the average
of the last reported sales price 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, and the number of months that the corresponding redemption date precedes the
expiration date of the Warrants, each as set forth in the table below.


The stock prices set forth in the column
headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is
adjusted as set forth in the first three paragraphs under the heading “—Anti-Dilution Adjustments” below. The
adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares
in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of
a Warrant.






    


     


    

 


	
        Redemption
        Date (period to expiration of Warrants)
	
        Fair Market
        Value of Class A Common Stock

	
        10.00
	
        11.00
	
        12.00
	
        13.00
	
        14.00
	
        15.00
	
        16.00
	
        17.00
	
        18.00

	57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.365
	54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.365
	51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.365
	48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.365
	45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.365
	42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.364
	39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.364
	36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.364
	33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.364
	30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.364
	27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.364
	24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.364
	21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.364
	18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.363
	15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.363
	12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.363
	9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.362
	6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.362
	3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
	0 months	–	–	0.042	0.115	0.179	0.233	0.281	0.323	0.361


 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each
Warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and
lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable.
For example, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading
date prior to the date on which the notice of redemption is sent to the holders of the Warrants is $11 per share, and at such time
there are 57 months until the expiration of the Warrants, holders may choose to, in connection with this redemption feature, exercise
their Warrants for 0.277 shares of Class A common stock for each whole Warrant. For an example where the exact fair market value
and redemption date are not as set forth in the table above, if the average last reported sale price of our Class A common stock
for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders
of the Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the Warrants, holders may choose
to, in connection with this redemption feature, exercise their Warrants for 0.298 shares of Class A common stock for each whole
Warrant. In no event will the Warrants be exercisable in connection with this redemption feature for more than 0.365 shares of
Class A common stock per Warrant. Finally, as reflected in the table above, if the Warrants are out of the money and about to expire,
they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they
will not be exercisable for any shares of Class A common stock.






    


     


    

 


This redemption feature differs from
the typical Warrant redemption features used in other blank check offerings, which typically only provide for a redemption of Warrants
for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share
for a specified period of time. This redemption feature is structured to allow for all of the outstanding Warrants to be redeemed
when the Class A common stock are trading at or above $10.00 per share, which may be at a time when the trading price of our Class
A common stock is below the exercise price of the Warrants. We have established this redemption feature to provide us with the
flexibility to redeem the Warrants without the Warrants having to reach the $18.00 per share threshold set forth above under “—Redemption
of Warrants for Cash.” Holders choosing to exercise their Warrants in connection with a redemption pursuant to this feature
will, in effect, receive a number of shares representing “fair value” for their Warrants based on a Black-Scholes option
pricing model with a fixed volatility input as of the date of the final prospectus. This redemption right provides us with an additional
mechanism by which to redeem all of the outstanding Warrants, and therefore have certainty as to our capital structure as the Warrants
would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption price to
Warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the
Warrants if we determine it is in our best interest to do so. As such, we would redeem the Warrants in this manner when we believe
it is in our best interest to update our capital structure to remove the Warrants and pay the redemption price to the Warrant holders.


As stated above, we can redeem the Warrants
when the Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it
will provide certainty with respect to our capital structure and cash position while providing Warrant holders with the opportunity
to exercise their Warrants on a cashless basis for the applicable number of shares. If we choose to redeem the Warrants when the
Class A common stock are trading at a price below the exercise price of the Warrants, this could result in the Warrant holders
receiving fewer Class A common stock than they would have received if they had chosen to wait to exercise their Warrants for Class
A common stock if and when such Class A common stock were trading at a price higher than the exercise price of $11.50.


No fractional Class A common stock will
be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round
down to the nearest whole number of the number of Class A common stock to be issued to the holder. If, at the time of redemption,
the Warrants are exercisable for a security other than the Class A common stock pursuant to the Warrant Agreement (for instance,
if we are not the surviving company in our initial business combination), the Warrants may be exercised for such security.


Redemption Procedures and Cashless
Exercise. If we call the Warrants for redemption as described above, our management will have the option to require any holder
that wishes to exercise his, her or 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 excess of the fair market value over the exercise price of the Warrants by (y) the fair market value.
The “fair market value” shall mean the average reported closing 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 private 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 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.


Anti-Dilution Adjustments. 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 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) multiplied by (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 the Certificate of Incorporation to
modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares
redeemed or to redeem 100% of our Class A common stock if we do not complete our initial business combination within 24 months
from the closing of our initial public offering or with respect to any other provisions relating to the rights of holders of our
Class A common stock, 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 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 (with such issue price or effective
issue price to be determined in good faith by us and, (i) 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, and (ii)
without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated
as a surrender to us and subsequent reissuance by us) by our sponsor in connection with 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 Class A 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 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 under “—Redemption of Warrants for Cash” will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price.






    


     


    

 


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 Class A common stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common 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 shares of Class A common stock
in such a transaction is payable in the form of shares 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.


The Warrants have been issued in registered
form under the Warrant Agreement. 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 50%
of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public
warrants.


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 vote for each share held of record on all matters to be voted on by stockholders.






    


     


    

 


Private Placement Warrants


The private placement warrants (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable
until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under
the section of the final prospectus entitled “Principal Stockholders—Restrictions on Transfers of Founder Shares and
Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with our sponsor) and
they will not be redeemable under certain redemption scenarios by us so long as they are held by our sponsor or its permitted transferees.
Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part
of the Units in our initial public offering, including as to exercise price, exercisability and exercise period. If the private
placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will
be redeemable by us under all redemption scenarios and exercisable by the holders on the same basis as the warrants included in
the Units being sold in our initial public offering.


If holders of the private placement warrants
elect to exercise them on a cashless basis, they 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 excess of the “air market value over the exercise price of the warrants
by (y) the fair market value. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated
with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market
will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during
specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot
trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders
who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders
could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on
a cashless basis is appropriate.


In order to finance transaction costs
in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement
warrants, including as to exercise price, exercisability and exercise period.


Our Transfer Agent and Warrant Agent


The transfer agent for our common stock
and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock
Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors,
officers and employees against all claims and losses 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.






    


     


    

 


The Certificate of Incorporation


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


We have opted out of Section 203 of the
DGCL. However, the Certificate of Incorporation contains similar provisions providing that we may not engage in certain “business
combinations” with any “interested stockholder” for a three-year period following the time that the stockholder
became an interested stockholder, unless:


		·	prior to such time, our board of directors approved either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;



		·	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or



		·	at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of
holders of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.



Generally, a “business combination”
includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates
and associates, owns, or within the previous three years owned, 15% or more of our voting stock.


Under certain circumstances, this provision
will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations
with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate
in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors
approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder.
These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best interests.


The Certificate of Incorporation provides
that the Sponsor and its affiliates, any of its direct or indirect transferees of at least 15% of our outstanding common stock
and any group as to which such persons are party to, do not constitute “interested stockholders” for purposes of this
provision.


The Certificate of Incorporation provides
that our board of directors is 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.


Classified Board of Directors


Our board of directors is divided into
three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The Certificate
of Incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors.
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 of directors,
including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors
then in office.


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.


Securities Eligible for Future Sale


We have 43,125,000 shares of common stock
outstanding. Of these shares, the 34,500,000 sold in our initial public offering will be freely tradable without restriction or
further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule
144 under the Securities Act. All of the remaining 8,625,000 shares and all 10,150,000 private placement warrants are restricted
securities under Rule 144, in that they were issued in private transactions not involving a public offering. These restricted securities
are subject to registration rights as more fully described below under “—Registration and Stockholder Rights.”


Rule 144


Pursuant to Rule 144, a person who has
beneficially owned restricted shares of our common stock or Warrants 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 twelve 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 or Warrants 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, which equals 431,250 shares immediately after the Initial
Public Offering; 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.


Restrictions on the Use of Rule 144 by Shell Companies
or Former Shell Companies


Rule 144 is not available for the resale
of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have
been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the
following conditions are met:


		·	the issuer of the securities that was formerly a shell company has ceased to be a shell company;



		·	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



		·	the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the
preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Current
Reports on Form 8-K; and



		·	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.



As a result, our initial stockholders
will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration
one year after we have completed our initial business combination.


Registration and Stockholder Rights


The holders of the founder shares, private
placement warrants and Warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock
issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital
loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights and stockholder
agreement, dated November 13, 2019, between the Company, Juniper Industrial Sponsor, LLC and certain directors of the Company (the
“Registration Rights Agreement”), requiring us to register such securities for resale (in the case of the founder shares,
only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to
three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination
and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration
and stockholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to
become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, on 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 closing 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 and (ii) in the case of the private placement warrants and the respective Class
A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.


In addition, pursuant to the Registration
Rights Agreement, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals
for election to our board of directors.