Exhibit 4.7


 


DESCRIPTION OF REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF
THE


SECURITIES EXCHANGE ACT OF 1934


 


The following description of the Company’s securities
is based upon the Company’s amended and restated certificate of incorporation (“Charter”), the Company’s
Bylaws (“Bylaws”) and applicable provisions of law. We have summarized certain portions of the Charter and Bylaws below.
The summary is not complete and is subject to, and is qualified in its entirety by express reference to, the provisions of our
Charter and Bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.7 is a part.


 


Authorized Capital Stock


 


Pursuant to Charter, our authorized capital stock consists of
40,000,000 shares of common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value.


 


Units


 


Composition. Each unit consists of one share of common
stock, one right and one warrant. Each right entitles the holder to receive one-tenth of one shares of common stock. Each warrant
entitles the holder to purchase one share of common stock.


 


Listing. The Company’s units are listed on the
Nasdaq Capital Market under the ticker symbol “ALGRU.”


 


Common Stock


 


Authorization. The outstanding shares of the Company’s
common stock are duly authorized, validly issued, fully paid and nonassessable.


 


Listing. The Company’s common stock is listed on
the Nasdaq Capital Market under the ticker symbol “ALGR.”


 


Voting Rights. Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders.


 


Conversion Rights. Holders of common stock issued in
the Company’s initial public offering (which we refer to as “public shares”) have the right to demand that the
Company convert such shares into a pro rata portion of the Company’s trust account upon the consummation of our initial business
combination, either in connection with a stockholder meeting called to approve the business combination or by means of a tender
offer. Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person with whom such
stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) will be restricted from seeking conversion rights with respect to 20%
or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted
to cash.


 


The decision as to whether we will seek stockholder approval
of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on
a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder
approval under the law or stock exchange listing requirement. We intend to conduct redemptions without a stockholder vote pursuant
to the tender offer rules of the Securities and Exchange Commission (“SEC”) unless stockholder approval is required
by law or stock exchange listing requirement or we choose to seek stockholder approval for business or other legal reasons.


 






     


     


    

 


If a stockholder vote is not required and we do not decide to
hold a stockholder vote for business or other legal reasons, we will, pursuant to our Charter, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to consummating our initial business combination.
Our Charter requires these tender offer documents to contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, stockholder approval
of the transaction is required by law or Nasdaq, or we decide to obtain stockholder approval for business or other 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 consummate our initial business combination
only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.


 


Outside Date. Pursuant to our Charter, if we are unable
to consummate a business combination on or before March 31, 2020, 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, 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 any amounts representing
interest earned on the trust account, less any interest released to us to pay our franchise and income taxes, up to $125,000 on
an annual basis for certain of our working capital purposes and up to $100,000 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 liquidation 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. The initial holders have agreed to waive their redemption rights with respect to their founder shares
and placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote
to amend our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination within 18 months from the completion of this offering (excluding any exercise of the underwriters’
overallotment option) and (iii) if we fail to consummate a business combination within the 18 month period or if we liquidate prior
to the expiration of the 18 month period. The initial holders have also agreed to waive their redemption rights with respect to
public shares in connection with the consummation of a business combination and in connection with a stockholder vote to amend
our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial
business combination within the 18 month period. However, the initial holders will be entitled to redemption rights with respect
to any public shares held by them if we fail to consummate a business combination or liquidate within the 18 month period. Cantor
Fitzgerald and Chardan will have the same redemption rights as a public stockholder with respect to any public shares they acquire
but not with respect to the placement shares.


 


Preemptive Rights, Etc. Our stockholders have no preemptive
or other subscription rights. There are no sinking fund provisions applicable to our common stock, except that upon the consummation
of our initial business combination, subject to the limitations described herein, we will provide our stockholders with the opportunity
to redeem their shares of our common stock for cash equal to their pro rata share of the aggregate amount then on deposit in the
trust account, including any amounts representing interest earned on the trust account, less any interest released to us to pay
our franchise and income taxes, up to $125,000 on an annual basis for certain of our working capital purposes and up to $100,000
to pay dissolution expenses.


 






    2


     


    

 


Preferred Stock


 


Our Charter provides that shares of preferred stock may be issued
from time to time in one or more series. Our board of directors will be 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,
applicable to the shares of each series. Our board of directors will be able, without stockholder approval, to 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.


 


Rights


 


Exchangeability. Each holder of a right will receive
one-tenth (1/10) of one share of common stock upon consummation of our initial business combination. No additional consideration
will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial business
combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the Company’s
initial public offering and simultaneous private placement of units.


 


If we enter into a definitive agreement for a business combination
in which we will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same
per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis,
and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 share underlying each
right (without paying any additional consideration) upon consummation of the business combination. More specifically, the right
holder will be required to indicate its election to convert the rights into underlying shares as well as to return the original
rights certificates to us.


 


If we are unable to complete an initial business combination
within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any such
funds with respect to their rights, nor will they receive any distribution from our assets held outside of the trust account with
respect to such rights, and the rights will expire worthless.


 


Fractional Shares. We will not issue fractional shares
upon exchange of the rights. If, upon exchange of the rights, a holder would be entitled to receive a fractional interest in a
share, we will, upon exchange, either round up to the nearest whole number the number of shares to be issued to the right holder
or otherwise comply with Section 155 of the Delaware General Corporation Law (which provides that Delaware companies shall either
(1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are determined or (3) issue scrip or warrants in registered
form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle
the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share). We will make the determination
of how we are treating fractional shares at the time of our initial business combination and will include such determination in
the proxy materials we will send to stockholders for their consideration of such initial business combination.


 


Listing. The Company’s rights listed on the Nasdaq
Capital Market under the ticker symbol “ALGRR.”


 


Warrants


 


Exercisability. Each
warrant is exercisable to purchase one share of our common stock. No fractional shares will be issued upon exercise of the
warrants.


 






    3


     


    

 


Exercise Price. $11.50 per share, subject to adjustment.


 


Exercise Period. The warrants will become exercisable
on the later of one year from the completion of our initial public offering or 30 days after the consummation of our initial business
combination. The warrants will expire five years after the consummation of our initial business combination, at 5:00 p.m., New
York time, or earlier upon our failure to consummate a business combination on or before March 31, 2020 or redemption of our common
stock or our liquidation.


 


No warrants will be exercisable for cash unless we have an effective
and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus
relating to such shares of common stock is available, and such shares are registered, qualified or exempt from registration under
the securities laws of the state of residence of the holder. Notwithstanding the foregoing, if a registration statement covering
the shares of common stock issuable upon exercise of the public warrants has not been declared effective by the end of 60 business
days following the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on
a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act.


 


We have agreed to use our best efforts to file and have an effective
registration statement covering the shares of common stock issuable upon exercise of the warrants, to maintain a current prospectus
relating to those shares of common stock until the earlier of the date the warrants expire or are redeemed and the date on which
all of the warrants have been exercised, and to qualify the resale of such shares under state blue sky laws, to the extent an exemption
is not available.


 


Redemption of Warrants. Once the warrants become exercisable,
we may redeem the outstanding warrants 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 (or the closing bid price of our common stock in the event shares of our common stock
are not traded on any specific day) 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. We will not redeem the warrants unless an effective
registration statement covering the shares of common stock issuable upon exercise of the warrants is current and available throughout
the 30-day redemption period.


 


If we call the warrants for redemption as described above, we
will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such
event, each holder would pay the exercise price by surrendering the 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. In this case, the “fair market value” shall mean the average reported last sale price of the shares of
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. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless
basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are
called for redemption, our cash needs at such time and concerns regarding dilutive stock issuances.


 


Fractional Shares. If, upon exercise of the warrants,
a holder would be entitled to receive a fractional interest in a share, we will comply with Section 155 of the Delaware General
Corporation Law (which provides that Delaware companies shall either (1) arrange for the disposition of fractional interests by
those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such
fractions are determined or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated)
or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such
scrip or warrants aggregating a full share).


 






    4


     


    

 


Listing. The Company’s warrants are listed on the
Nasdaq Capital Market under the ticker symbol “ALGRW.”


 


Certain Provisions of the Company’s Charter and Bylaws


 


Stockholder Proposals and Director Nominations. To be
properly brought before an annual meeting of stockholders, any stockholder proposal or stockholder nomination for the board of
directors must be delivered to the Company’s secretary between 60 and 90 days before the annual meeting date. Such notice
must contain information specified in the Bylaws as to the director nominee or proposal of other business, information about the
stockholder making the nomination or proposal and the beneficial owner, if any, on behalf of whom the nomination or proposal is
made, including name and address, class and number of shares owned, and representations regarding the intention to make such a
proposal or nomination and to solicit proxies in support of it. With respect to director nominees, we may require any proposed
nominee to furnish information concerning his or her eligibility to serve as an independent director or that could be material
to a reasonable stockholder’s understanding of the independence of the nominee and to provide a statement as to whether such
nominee, if elected, intends to comply with the Company’s policies and procedures as applicable to the board of directors.


 


Exclusive Forum Selection. Our Charter requires, to the
fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees
for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and,
if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such
stockholder’s counsel; provided that Allegro’s stockholders will not be deemed to have waived Allegro’s compliance
with federal securities laws and the rules and regulations thereunder and can therefore bring claims for breach of these provisions
in any appropriate forum. Any person or entity purchasing or otherwise acquiring any interest in shares of Allegro’s capital
stock shall be deemed to have notice of and consented to the forum provisions in the Charter.


 


Certain Anti-Takeover Provisions of Delaware Law


 


We will be subject to the provisions of Section 203 of the Delaware
General Corporation Law regulating corporate takeovers upon completion of this offering. This statute prevents certain Delaware
corporations, under certain circumstances, from engaging in a “business combination” with:


 


		●	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);



		●	an affiliate of an interested stockholder; or



		●	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.



 


A “business combination” includes a merger or sale
of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to
the date of the transaction;



		●	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares
of common stock; or



		●	on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized
at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding
voting stock not owned by the interested stockholder.



 


 


5