Exhibit 4.6


DESCRIPTION OF CAPITAL STOCK


 


The following summary of the material provisions of our capital
stock is based on and qualified by our Second Amended and Restated Certificate of Incorporation (the “Charter”), our
Bylaws, our Certificate of Designation of the Series A Junior Participating Preferred Stock and our Warrant Agreement dated October
24, 2014 between the Company and Continental Stock Transfer & Trust Company (“Warrant Agreement”) each of which
is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.6 is a part. The summary
below is also qualified by reference to provisions of the Delaware General Corporation Law (“DGCL”).


Authorized Stock


 


Our Charter authorizes the issuance of 50,000,000 shares, consisting
of 49,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), and 1,000,000 shares of preferred
stock, $0.0001 par value (“Preferred Stock”).


  


Common Stock


 


As of March 25, 2020, there were 23,021,843 shares of Common Stock
issued and outstanding. The outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable.
 


 


Voting Power


 


Except as otherwise required by law or as provided in any certificate
of designation for any series of Preferred Stock, the holders of Common Stock possess all the voting power for the election of
our directors and all other matters requiring stockholder action. Holders of Common Stock are entitled to one vote per share held
of record on matters to be voted on by stockholders.




 


Dividends


 


Holders of Common Stock will be entitled to receive such dividends,
if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor
and shall share equally on a per share basis in such dividends and distributions, provided that such holder is not an Unsuitable
Person (as defined below). 


 


Liquidation, Dissolution and Winding-Up


 


In the event of our voluntary or involuntary liquidation, dissolution,
distribution of assets or winding-up, the holders of our Common Stock will be entitled to receive an equal amount per share of
all of our assets of whatever kind available for distribution to stockholders, after the rights of our creditors and the rights
of holders of Preferred Stock, if any, have been satisfied.


 


Preemptive or Other Rights


 


There are no sinking fund provisions applicable to the Common Stock.
Our stockholders have no preemptive or other subscription rights.


 


Preferred Stock


 


Our board of directors has the authority to issue up to an aggregate
of 1,000,000 shares of Preferred Stock in one or more series, and to fix the designations, preferences, rights, qualifications,
limitations and restrictions thereof or thereon, without any further vote or action by the stockholders, of which an aggregate
of 49,000 have been designated as Series A Junior Participating Preferred Stock (“Series A Preferred Stock”), under
a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on August 14, 2017.


 






     


     


    

 


Stockholder Rights Plan -- Series A Junior Participating Preferred
Stock


 


On August 13, 2017, our board of directors adopted a stockholder
rights plan (the “Rights Plan”) and declared a dividend distribution of one right (a “Right”) for each
outstanding share of Common Stock to stockholders of record at the close of business on August 25, 2017 (the “Rights Plan
Record Date”). Each Right entitles its holder, under the circumstances described below, to purchase from the Company one
one-thousandth of a share of Series A Preferred Stock, of the Company at an exercise price of $45.00 per Right, subject to adjustment.
The terms of the Rights are set forth in a Rights Agreement, dated as of August 13, 2017 (the “Rights Agreement”),
by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, which was approved by our stockholders
at the Company’s annual meeting of stockholders held on March 7, 2018.


 


The Rights Plan was not adopted in response to any specific effort
to acquire control of the Company. The Company’s board of directors unanimously adopted the rights plan in response to the
potential of a purchase or purchases of a substantial number of shares of Common Stock by a person or group that could gain a substantial,
and potentially controlling, position in the Company through open-market purchases or private transactions without appropriately
compensating all of the Company’s stockholders for such control.


 


The Rights. The Board authorized the issuance of a Right
with respect to each outstanding share of Common Stock held as of the Rights Plan Record Date. New Rights attach to any shares
of Common Stock that become outstanding after the Rights Plan Record Date and prior to the earlier of the “distribution time”
and the “expiration time” (each as defined below). Initially, the Rights are associated with Common Stock and evidenced
by Common Stock certificates (or, in the case of uncertificated shares of Common Stock, the book-entry account that evidences record
ownership of such shares, which contains a notation incorporating the Rights Agreement by reference) and are transferable with
and only with the underlying shares of Common Stock.


 


Separation and Distribution of Rights; Exercisability. Subject
to certain exceptions, the Rights become exercisable and trade separately from Common Stock only upon the “distribution time,”
which occurs upon the earlier of:


 


	●		the close of business on the tenth day after the first date (the “stock acquisition
date”) of public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right
or obligation to acquire, beneficial ownership of 20% or more of the outstanding shares of the Company’s Common Stock, including
in the form of synthetic ownership through derivative positions (any such person or group of affiliated or associated persons
being referred to herein as an “acquiring person”) or



 


	●		the close of business on the tenth business day (or later date if determined by the
Company’s board of directors prior to such time as any person or group becomes an acquiring person) following the commencement
of a tender offer or exchange offer which, if consummated, would result in a person or group becoming an acquiring person.



 


An acquiring person does not include:


 


	 	●	the Company,


 


	 	●	any subsidiary of the Company,


 


	 	●	any employee benefit plan of the Company or of any subsidiary of the Company,


 


	 	●	any person organized, appointed or established by the Company for or pursuant to the terms of any such plan or


 


	 	●	any person who or which, as of immediately prior to the first public announcement of the adoption of the Rights Agreement on August 14, 2017, beneficially owned 20% or more of the outstanding shares of Common Stock. However, notwithstanding the foregoing, such person would be an “acquiring person” if such person, at any time after the first public announcement of the adoption of the Rights Agreement, beneficially owns any shares of Common Stock (other than as a result of equity grants by the Company to directors, officers or employees or the exercise or vesting of such grants and with certain other exceptions) in addition to the shares of Common Stock beneficially owned by such person as of immediately prior to the first public announcement of the adoption of the Rights Agreement.



 





     


     


    

 


In addition, if the Board determines in good faith that a person
who would otherwise be an acquiring person has become such inadvertently and such person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such person would no longer be an acquiring person, then such person will not be deemed
to be an acquiring person.


 


Until the distribution time, the surrender for transfer of any shares
of Common Stock outstanding will also constitute the transfer of the Rights associated with those shares.


 


As soon as practicable after the distribution time, separate rights
certificates will be mailed to holders of record of Common Stock as of the close of business at the distribution time. From and
after the distribution time, the separate rights certificates alone will represent the Rights. Except as otherwise provided in
the Rights Agreement, only shares of Common Stock issued prior to the distribution time will be issued with Rights.


 


The Rights are not exercisable until the distribution time.


 


Expiration Time. Unless earlier redeemed or exchanged by
the Company as described below, the Rights will expire at the close of business on August 12, 2020.


 


Flip-in Event. In the event that a person or group becomes
an acquiring person (a “flip-in event”), each holder of a Right (other than any acquiring person and certain related
parties, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a
value equal to two times the exercise price of the Right. If an insufficient number of shares of Common Stock is available for
issuance, then the Board would be required to substitute cash, property or other securities of the Company for Common Stock. The
Rights may not be exercised following a flip-in event while the Company has the ability to cause the Rights to be redeemed, as
described below.


 


Flip-over Event. In the event that, at any time following
the stock acquisition date, any of the following occurs (each, a “flip-over event”):


 


	●		the Company consolidates with or merges with and into any other entity and the Company
is not the continuing or surviving corporation,



 


	●		any entity engages in a share exchange with or consolidates with, or merges with or
into, the Company, and the Company is the continuing or surviving corporation and, in connection with such share exchange, consolidation
or merger, all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of
any other entity or cash or any other property or



 


	●		the Company sells or otherwise transfers, in one transaction or a series of related
transactions, more than 50% of the assets, cash flow or earning power of the Company and its subsidiaries (taken as a whole), each
holder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise,
Common Stock of the acquiring company having a value equal to two times the exercise price of the Right. Flip-in events and flip-over
events are collectively referred to as “triggering events.”



 


Series A Preferred Share Provisions. Each one one-thousandth
of a share of Series A Preferred Stock, if issued, will not be redeemable, will entitle the holder thereof to quarterly dividend
payments equal to the greater of $0.001 per share and the amount of dividends paid on one share of Common Stock, will entitle the
holder thereof to receive $1.00 upon liquidation, will have the same voting power as one share of Common Stock and, if shares of
Common Stock are exchanged via merger, consolidation or a similar transaction, will entitle the holder thereof to a per share payment
equal to the payment made on one share of Common Stock.


 


Anti-dilution Adjustments. The exercise price payable, and
the number of shares of Series A Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution:


 






     


     


    

 


With certain exceptions, no adjustment in the exercise price will
be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Series A Preferred
Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series A Preferred
Stock on the last trading day prior to the date of exercise.


 


Redemption, Exchange. In general, the Company may redeem
the Rights in whole, but not in part, at a price of $0.01 per Right (subject to adjustment and payable in cash, Common Stock or
other consideration deemed appropriate by the Company’s board of directors) at any time until ten days following the stock
acquisition date. Immediately upon the action of the board of directors authorizing any redemption, the Rights will terminate and
the only right of the holders of Rights will be to receive the redemption price.


 


At any time after there is an acquiring person and prior to the
acquisition by the acquiring person of 50% or more of the outstanding shares of the Company’s Common Stock, the Company may
exchange the Rights (other than Rights owned by the acquiring person which will have become void), in whole or in part, at an exchange
ratio of one share of Common Stock, or one one-thousandth of a share of Series A Preferred Stock (or of a share of a class or series
of the Company’s Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).


 


No Rights as Stockholder. Until a Right is exercised, its
holder will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.


 


Amendment of the Rights Agreement. The Company and the rights
agent may from time to time amend or supplement the Rights Agreement without the consent of the holders of the Rights. After the
stock acquisition date, however, no amendment may materially adversely affect the interests of the holders of the Rights (other
than the acquiring person, any affiliate or associate thereof or any transferee of the acquiring person or any affiliate or associate
thereof).


 


Certain Anti-takeover Effects. The Rights may have the effect
of rendering more difficult or discouraging an acquisition of the Company deemed undesirable by the Company’s board of directors,
even if such acquisition would be in the best interests of certain of the Company’s stockholders. The Rights Plan is initially
not dilutive. However, the Rights may cause substantial dilution to a person or group that attempts to acquire control of the Company
on terms or in a manner not approved by the Company’s board of directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights. The Rights are not intended to prevent all takeovers of the Company and will not
do so. Since, subject to the restrictions described above, the Company may redeem the Rights prior to the distribution time, the
Rights should not interfere with any merger or business combination approved by the Company’s board of directors.


 


Gaming and Regulatory Matters – Unsuitable Persons 


 


Our Charter provides the Company with the ability to restrict securities
ownership by persons (“Unsuitable Person”) who fail to comply with informational or other regulatory requirements under
applicable gaming laws, who are found unsuitable to hold the Company’s securities by gaming authorities or who could by holding
the Company’s securities cause the Company or any affiliate to fail to obtain, maintain, renew or qualify for a license,
contract, franchise or other regulatory approval from a gaming authority.


 


Specifically, pursuant to our Charter, we may redeem the shares
of capital stock owned or controlled by a stockholder or its affiliates to the extent required by the relevant gaming authority
making a determination of unsuitability, or to the extent our board of directors determines, in its sole discretion, that a person
is likely to jeopardize the Company’s or any affiliate’s application for, receipt of, approval for, right to the use
of, or entitlement to, any gaming license. The redemption price would be determined either by the gaming authority making the finding
of unsuitability, or if such gaming authority does not require a certain price to be paid, by our board of directors, which would
determine the price based on the fair value of the securities to be redeemed; provided, however, that the price per share represented
by the redemption price shall in no event be in excess of the closing sales price per share of the Company’s shares on the
principal national securities exchange on which such shares are then listed on the trading date on the day before we notify the
holder of such redemption. The redemption price may be paid in cash, by promissory note, or both as required pursuant to the terms
established by the applicable gaming authority and, if there are no such terms, as we elect.


 






     


     


    

 


Warrants


 


As of March 25, 2020, there were 19,079,130 warrants outstanding
exercisable for 9,539,565 shares of Common Stock, consisting of 7,999,900 of our public stockholders’ warrants (“Public
Warrants”) and 11,079,230 of our private placement warrants (“Private Warrants”).


 


Public Warrants


 


The Company’s Public Warrants were originally issued as part
of the units sold in the Company’s IPO. Pursuant to the terms of the Warrant Agreement, each such warrant entitles the registered
holder to purchase one-half of one share of our Common Stock at a price of $5.75 (or $11.50 per whole share), subject to adjustment
as discussed below. Such warrants may be exercised only for a whole number of shares of our Common Stock. The Public Warrants became
exercisable on January 23, 2017 and will expire five years after the completion of our Business Combination, at 5:00 p.m., New
York City time on December 23, 2021, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any shares of Common Stock
pursuant to the exercise of a Public 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 Common Stock underlying such warrants is then
effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration. No such warrant will be exercisable, and we will not be obligated to issue any shares to holders
seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered and qualified
under the securities laws of the state of the exercising holder, unless exemptions therefrom are available. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of
such warrant will not be entitled to exercise such warrant and such warrant may have no value and may expire worthless. In no
event will we be required to net cash settle any Public Warrant.




 


We will use our best efforts to maintain the effectiveness of
a registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Public Warrants
in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if our Common Stock is at the time of any
exercise of a Public 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 or qualify the underlying shares
under state blue sky laws.




 


We may call the Public 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 last sale price of the Common Stock equals or exceeds
$24.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send
the notice of redemption to the warrant holders.



 


If and when the Public Warrants become redeemable by us, we may
exercise our redemption right even if we are unable to register the underlying securities for sale or qualify then under applicable
state securities laws.


 






     


     


    

 


We have established the last of the redemption conditions 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 Public Warrants, each warrant holder will
be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Common Stock
may fall below the $24.00 redemption trigger price as well as the warrant exercise price of $5.75 per one-half of one share ($11.50
per whole share) after the redemption notice is issued.


 


If we call the Public Warrants for redemption as described above,
our management will have the option to require holders that wish to exercise their warrants to do so on a “cashless basis.”
In determining whether to require 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 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
Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of 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
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 Common Stock to be received upon exercise of the warrants, including the fair market
value in such case. If we call our warrants for redemption and our management does not take advantage of this option, the initial
purchasers of the private placement warrants and their permitted transferees would still be entitled to exercise their Private
Warrants for cash or on a cashless basis using the same formula described above.




 


A holder of a Public Warrant may notify us in writing in the event
the holder 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 such holder may specify) of the shares of Common
Stock outstanding immediately after giving effect to such exercise.


 


If the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, a split of shares of common stock or other similar event, then, on the effective
date of such stock dividend, split or similar event, the number of shares of Common Stock issuable on exercise of each Public Warrant
will be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders of Common
Stock entitling holders to purchase shares of Common Stock at a price less than the fair market value will be deemed to be a stock
dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of 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 Common Stock) multiplied by (ii) one minus the quotient of (x) the price per share of 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 Common Stock, in determining the price payable for 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 Common Stock as reported during the 10 trading day period ending on the trading day prior to the first
date on which the shares of 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 that the Public Warrants are outstanding
and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock on account
of such shares of Common Stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as
described above, or (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash or the fair market value of any securities or other assets paid on
each share of Common Stock in respect of such event.


 






     


     


    

 


If the number of outstanding shares of our Common Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of shares of 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 Common Stock issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in outstanding
shares of Common Stock.


  


Whenever the number of shares of Common Stock purchasable upon the
exercise of the Public 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 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 Common Stock so purchasable immediately thereafter.


 





In case of any reclassification or reorganization of the outstanding
shares of our Common Stock (other than those described above or that solely affect the par value of such shares of 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 which does not result in any reclassification or reorganization of our outstanding shares
of 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 Public 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 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. However,
if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become
exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation
or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by
such holders under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members
of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any
affiliate or associate (within the meaning of Rule 12b-2 under the Exchange Act) of such maker and any members of any such group
of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act)
more than 50% of the outstanding shares of Common Stock, the holder of a warrant will be entitled to receive the highest amount
of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder
had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the Warrant Agreement. Additionally,
if less than 70% of the consideration receivable by the holders of Common Stock in such a transaction is payable in the form of
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 per share consideration minus the Black Scholes value
(as defined in the Warrant Agreement) of the warrant. 


 


The Public Warrants were issued in registered form under the
Warrant Agreement with Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the
Warrant Agreement for a complete description of the terms and conditions applicable to the warrants. 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 65% 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 by certified or official bank
check payable to us (or on a cashless basis, if applicable), for the number of warrants being exercised. The warrant holders do
not have the rights or privileges of holders of Common Stock nor any voting rights until they exercise their warrants and receive
shares of Common Stock. After the issuance of shares of 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.


 






     


     


    

 


No fractional shares will be issued upon exercise of the Public
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 the number of shares of Common Stock to be issued to the warrant holder.


 


Private Warrants


 


The Company’s Private Warrants are identical to the Public
Warrants sold in the IPO, including as to exercise price, exercisability and exercise period, except that, if held by the initial
private placement purchasers or their permitted assigns, they (a) may be exercised for cash or on a cashless basis; and (b)
are not subject to being called for redemption. If the Private Warrants are held by holders other than the initial private placement
purchasers or their permitted transferees, the Private Warrants will be redeemable by us and exercisable by the holders on the
same basis as the Public Warrants.


 


If holders of the Private 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 Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of 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 Common Stock for the 10 trading
days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.


 


Certain Anti-Takeover Provisions of Our Charter and Bylaws and
Certain Provisions of Delaware Law


 


The Company’s Charter and Bylaws contain provisions that could
have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors.
These provisions include:


 


	●		no cumulative voting in the election of directors, which limits the ability of minority
stockholders to elect director candidates;



 


	●		the exclusive right of our board of directors to elect a director to fill a vacancy
created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by
stockholders, which prevents stockholders from being able to fill vacancies on our board of directors;



 


	●		the ability of our board of directors to determine whether to issue shares of our
Preferred Stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder
approval, which could be used to significantly dilute the ownership of a hostile acquirer;



 


	●		limiting the liability of, and providing indemnification to, our directors and officers;



 


	●		specifying the Court of Chancery of the State of Delaware as the exclusive forum for
adjudication of disputes;



 


	●		controls over the procedures for the conduct and scheduling of stockholder meetings;
and



 


	●		advance notice procedures that stockholders must comply with in order to nominate
candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage
or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or
otherwise attempting to obtain control of the Company.



 


These provisions, singly or together, could delay hostile takeovers
and changes in control of the Company or changes in our board of directors and management.


 


As a Delaware corporation, we are also subject to provisions of
Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of our outstanding Common
Stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding Common
Stock. Any provision of our Charter or Bylaws, the Rights Agreement, or Delaware law that has the effect of delaying or deterring
a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock
and could also affect the price that some investors are willing to pay for our Common Stock.